S-2

                                                                             Registration Statement No
====================================================================================================================
                                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                               Washington, D. C. 20549
                                                      Form S-2
                                               REGISTRATION STATEMENT
                                                        under
                                             THE SECURITIES ACT OF 1933
                                              Farmland Industries, Inc.
                               (Exact name of registrant as specified in its charter)
          Kansas                                                                                  44-0209330
(State or other jurisdiction of                                                             (I.R.S. Employer
incorporation or organization)                                                           Identification No.)


                           12200 North Ambassador Drive, Kansas City, Missouri 64163-1244
                                                    816-713-7000
    (Address, including zip code, and telephone number, including area code, of registrant's principal executive
                                                      offices)

                                                  John F. Berardi
                                Executive Vice President and Chief Financial Officer
                                              Farmland Industries, Inc.
                           12200 North Ambassador Drive, Kansas City, Missouri 64163-1244
                                                    816-713-6348
        (Name, Address, including zip code, and telephone number, including area code, of agent for service)

   Approximate date of commencement of proposed sale to the public: From time to time after the effective date of
                          this Registration Statement, as determined by market conditions.

If any of the securities  being  registered on this Form are to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933 check the following box. [     ]

If the  registrant  elects to deliver  its latest  annual  report to  security  holders,  or a complete  and legible
facsimile thereof, pursuant to Item 11(a)(1) of this Form, check the following box: {X}
I
f this  Form is filed to  register  additional  securities  for an  offering  pursuant  to Rule  462(b)  under  the
Securities  Act,  please check the following box and list the Securities Act  registration  statement  number of the
earlier effective registration statement for the same offering. [  ]

If this Form is a  post-effective  amendment  filed  pursuant to Rule 462(c)  under the  Securities  Act,  check the
following box and list the  Securities  Act  registration  statement  number of the earlier  effective  registration
statement for the same offering. [   ]

If this Form is a  post-effective  amendment  filed  pursuant to Rule 462(d)  under the  Securities  Act,  check the
following box and list the  Securities  Act  registration  statement  number of the earlier  effective  registration
statement for the same offering. [   ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following  [   ]

                                           CALCULATION OF REGISTRATION FEE
====================================================================================================
                                                       Proposed Maximum
                                                     Aggregate Offering or           Amount of
Title of Each Class of Security Being Registered        Exchange Price            Registration Fee
- ----------------------------------------------------------------------------------------------------
Demand Loan Certificates                                 $  100,000,000
Subordinated Debenture Bonds                             $  260,000,000
  --------------------------------------------------------------------------------------------------
  Total                                                  $  360,000,00               $  92,367
  ==================================================================================================
The fee is  calculated  pursuant to rule 457(o).  Pursuant to Rule 429, the combined  prospectus  filed as a part of
this  Registration  Statement  will  relate  as  well  to the  Registrant's  Form  S-1  Registration  Statement  No.
333-94929.  This  Registration  Statement shall  constitute a  post-effective  amendment on Form S-2 to Registration
Statement No.  333-94929.  The amount of securities  registered in Registration  Statement No.  333-94929 which were
not sold and which are carried forward in this combined  Registration  Statement and the related fee calculated at a
rate of .000264  are:  amount of  securities  -  $169,091,000,  amount of fee - $44,640.  As a result,  the fee paid
herewith relates to $190,909,000 of securities and amounts to $47,727, calculated at a rate of .00025.
- --------------------------------------------------------------------------------------------------------------------
The  Registrant  hereby  amends this  Registration  Statement on such date or dates as may be necessary to delay its
effective  date  until  the  Registrant  shall  file  a  further  amendment  which  specifically  states  that  this
Registration  Statement shall  thereafter  become effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration  statement shall become effective on such date as the Commission,  acting pursuant to
said Section 8(a), may determine.
====================================================================================================================

[OBJECT OMITTED]
The following is a red herring that is landscaped and reads as follows:
The information in this prospectus is not complete and may be amended.
We may not sell these securities until the registration statement filed
with the SEC is effective.  This prospectus is not an offer to sell nor
is it seeking any offer to buy these securities in any state where the
offer or sale is not permitted.

                                SUBJECT TO COMPLETION, DATED NOVEMBER 27, 2001

Prospectus





                                                                                                              Farmland Industries, Inc.


$100,000,000 Demand Loan Certificates

$260,000,000 Subordinated Debenture Bonds
                                                           Minimum
                                                       Initial Investment
Demand Loan Certificates                                 $          1,000

Subordinated Debenture Bonds
      Ten-Year, Series A.................................$          1,000
      Ten-Year, Series B ................................$        100,000
      Five-Year, Series C................................$          1,000
      Five-Year, Series D................................$        100,000
      Ten-Year Monthly Income, Series E..................$          5,000
      Ten-Year Monthly Income, Series F..................$        100,000
      Five-Year Monthly Income, Series G.................$          5,000
      Five-Year Monthly Income, Series H.................$        100,000

For interest rate information, call 1-800-821-8000, ext. 6360.

                                                             Terms of Sale

If all the securities offered are sold, we will receive $100.0 million from the sale of demand loan certificates and $260.0 million
from the sale of subordinated debenture bonds.  However, we will exchange subordinated debenture bonds with a face amount of up to
$80.0 million for other subordinated debt securities.  Cash proceeds will be reduced by the face amount of subordinated debenture
bonds exchanged.  Also, if more than $180.0 million is sold for cash a lesser amount will be available for exchange.  We will pay
approximately $7.6 million in commissions and $1.5 million in other expenses.  The agent is not required to sell any specific number
or dollar amount of debt securities but will use its best efforts to sell the debt securities offered.

Neither the Securities and Exchange Commission  nor any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus.  Any representation to the contrary is a criminal offense.

See "Risk Factors" beginning on page 6 for a description of certain risk factors that you should consider
before you invest in these securities.


                                                      Farmland Securities Company
                                                                 Agent
November 21, 2001







   You should rely only on the information contained in this prospectus or any prospectus supplement.  We have not authorized anyone
   to provide you with any information that is different.  This prospectus is not an offer to sell nor is it seeking an offer to buy
   these securities in any state or jurisdiction where the offer or sale is not permitted.  Furthermore, you should not assume that
   the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of
   those documents.














                                                    TABLE OF CONTENTS
                                                                   Page

Information Available About Farmland........................................1
Incorporation Of Certain Documents By Reference.............................1
Prospectus Summary..........................................................2
Risk Factors................................................................6
Ratios Of Earnings To Fixed Charges.........................................9
Determination Of Interest Rates.............................................9
Use Of Proceeds............................................................10
Plan Of Distribution.......................................................11
Exchange Offer.............................................................12
How To Accept Exchange Offer...............................................13
How To Transfer Ownership..................................................13
Description Of Debt Securities.............................................14
Legal Matters..............................................................32
Experts....................................................................32
Qualified Independent Underwriter..........................................32





                                                 Information Available About Farmland


Information Available from the SEC

The Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our company to file annual and quarterly reports, as
well as certain other information, with the Securities and Exchange Commission ("SEC").  These reports may be read and copied at the
SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.  You can request copies of these
documents, upon payment of a duplication fee, by writing to the Public Reference Section of the SEC, 450 Fifth Street N.W.,
Washington, D.C.  20549.  Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference
rooms.  Our SEC filings are also available to the public on the SEC Internet site (http://www.sec.gov).


Information Available From Farmland

You also may request a copy of our latest annual report as filed with the SEC, at no cost, by writing or telephoning us at the
address shown below on this page.

Information Available From NASD

The National Association of Securities Dealers, Inc. ("NASD") has a program which provides information regarding the disciplinary
history of NASD members and their associated persons.  You may obtain an investor brochure which includes information describing this
program by contacting the NASD.  The NASD hotline number is 1-800-289-9999.  The NASD website is http://www.nasdr.com/2000.htm.


                                            INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We "incorporate by reference" into this prospectus selected information that we have previously filed with the SEC, which means that
we can disclose important information to you by referring you directly to those documents.  The information that we file by reference
is considered part of this prospectus.  Information contained in this prospectus automatically updates and supersedes information
contained in any document which we incorporate by reference.  Also, information in any document incorporated by reference updates and
supersedes information in any earlier document which we incorporated by reference.

The following document, filed by Farmland with the SEC pursuant to the Exchange Act, is incorporated by reference into this
prospectus:

Annual Report on Form 10-K for the year ended August 31, 2001.

You may request a copy of this filing, at no cost, by writing to or telephoning us at the following address:

                                        Farmland Industries, Inc.
                                        P.O. Box 20111
                                        Kansas City, Missouri 64195
                                        816-713-7000, extension 6360

Attached to and constituting a part of this prospectus is a copy of our latest Annual Report on Form 10-K.






                                                     Prospectus Summary

This summary does not contain all the information that may be important to you.  You should read the entire prospectus before making
an investment decision.

Kansas City, Missouri is the location of our world headquarters.  Our mailing address and telephone number are as follows:

                                        Farmland Industries, Inc.
                                        P.O. Box 20111
                                        Kansas City, Missouri 64195
                                        816-713-7000


Farmland's Business

Farmland Industries, Inc., founded in 1929 and formally incorporated in Kansas in 1931, is a farm supply cooperative and a processing
and marketing cooperative.  In this prospectus, unless the context suggests differently, "Farmland", "we", "us", or "our" refers to
Farmland Industries, Inc. and its consolidated subsidiaries and all references to year or years are to fiscal years ended August 31.
Farmland operates on a cooperative basis and is primarily owned by its members.  Members will receive patronage refunds distributed
by Farmland from the member-sourced portion of its annual net earnings to the extent our Board of Directors approves the payment,
either in cash or equity, of patronage refunds.

As of August 31, 2001,  Farmland's  membership,  associate  membership and holders of capital credits consisted of approximately  2,400
cooperative associations of farmers and ranchers and 8,800 pork or beef producers or associations of such producers.

Based on sales, we are one of the largest cooperatives in the United States.  In 2001, we had sales of $11.8 billion, including sales
of approximately $1.7 billion to customers outside of the United States.

Farmland competes with many companies, including other cooperatives.  These competitors are of various sizes and have various levels
of vertical integration.  We sell to a large number of customers, and with the exception of Agriliance and Country Energy, no single
customer is material to our business.  Agriliance, a 25%-owned affiliate, is a crop nutrient and crop protection marketing venture.
We sell all of our crop nutrient production to Agriliance.  Agriliance, in turn, sells our product and product it obtains from other
suppliers to numerous local cooperatives and other crop protection and crop nutrient retailers.

In November 2001, we sold our interest in our petroleum products marketing venture, Country Energy, to Cenex Harvest States
Cooperatives.  As a part of this transaction, for an initial period of two years, we will sell all refined products produced at our
Coffeyville, Kansas refinery to Cenex Harvest States.  Cenex Harvest States, in turn, will sell our products and products it obtains
from other suppliers to numerous local cooperatives and other petroleum products retailers.

Our business is focused on two areas:  agricultural inputs and outputs.

Agricultural Inputs

In this area, we operate as a farm supply cooperative.  Our three main farm supply product divisions are as follows:

o        Crop Production
o        Petroleum
o        Feed

In 2001, our sales of farm supply products were $2.5 billion.  Approximately 54% of these farm supply products were manufactured in
plants owned or operated by Farmland.  Member cooperative associations purchased approximately 57% of the farm supply products we
sold in 2001.  These cooperatives distribute products primarily to farmers and ranchers who are the end users of the farm supply
products we sell.


Agricultural Outputs

In this area, we operate as a processing and marketing cooperative.  Our agricultural outputs operations are as follows:

o        The processing and marketing of meat products (Refrigerated Foods)
o        The origination, storage and marketing of grain (World Grain)

In 2001, our members supplied about 79% of the hogs we processed, 32% of the cattle we processed and 59% of the grain that we
marketed domestically.  Substantially all of the pork and beef products we sold in 2001 were processed in plants we own.


                                                             THE OFFERING

Description of Securities

We are offering $100.0 million of Demand Loan Certificates.  We are offering $260.0 million of Subordinated Debenture Bonds for sale
or to exchange for certain Farmland subordinated debt securities.  All Demand Loan Certificates and Subordinated Debenture Bonds
offered by this prospectus will be issued in uncertificated form. This means we do not issue a certificate for any of our debt
securities that you may purchase.  Rather, your investment in our debt securities will be evidenced by an entry on our records.  To
facilitate your recordkeeping, we will issue to you a receipt and a bond instruction which will state the amount of securities you
own and we will periodically send to you a statement of your account.  The terms and conditions of the debt securities which we are
offering for sale or exchange are more fully described  in the section "Description of Debt Securities" which begins on page 14.


The Demand Loan Certificates are available with a minimum investment of $1,000.  The Subordinated Debenture Bonds are available in
several series, as follows:
                                                                                   Minimum
             Series                                                          Initial Investment
      Ten-Year, Series A.....................................................$          1,000
      Ten-Year, Series B ....................................................$        100,000
      Five-Year, Series C....................................................$          1,000
      Five-Year, Series D....................................................$        100,000
      Ten-Year Monthly Income, Series E......................................$          5,000
      Ten-Year Monthly Income, Series F......................................$        100,000
      Five-Year Monthly Income, Series G.....................................$          5,000
      Five-Year Monthly Income, Series H.....................................$        100,000

Maturity

o        Demand Loan Certificates are payable upon demand.

o        Subordinated Debenture Bonds of Series A and Series B mature 10 years from the date of original issuance.

o        Subordinated Debenture Bonds of Series C and Series D mature 5 years  from the date of original issuance.

o        Monthly Income Subordinated Debenture Bonds of Series E and Series F mature 10 years from the date of original issuance.

o        Monthly Income Subordinated Debenture Bonds of Series G and Series H mature 5 years from the date of original issuance.

Interest Rates

The interest rates we pay on the various debt securities we are selling can be found under the heading "Determination of Interest
Rates" on page 9. Also, you may obtain information about the interest rates we pay by calling Farmland Securities Company,
1-800-821-8000, Extension 6360.

Interest Payment

Interest on the Demand Loan Certificates is payable in one of the following ways at the option of the purchaser:

a)       six months after the date of original issuance, and at the end of each and every six month period thereafter until the
     Demand Loan Certificate is surrendered for redemption, or

b)       only at the date of redemption, with interest compounded semi-annually at the effective Certificate Interest Rate.

The interest payment option on the Demand Loan Certificate is selected by the purchaser at the time of purchase and is irrevocable.

Interest on the Subordinated Debenture Bonds (Series A, Series B, Series C and Series D) is paid semi-annually on  January 1 and July
1 or at the holder's election may be left to accumulate semi-annually.  See the sub-heading "Interest Payments" found within the
headings "Ten-Year, Series A and B" beginning on page 18 and "Five-Year, Series C and D" beginning on page 19.

Interest on Monthly Income Subordinated Debenture Bonds (Series E, Series F, Series G and Series H) is paid on the first day of each
month.  See the sub-heading "Interest Payments" found within the headings "Ten-Year Monthly Income, Series E and F" beginning on page
22 and "Five-Year Monthly Income, Series G and H" beginning on page 23 of this prospectus.

Provisions for Early Redemption at the Option of Holders

1.       We will redeem the Ten-Year Series A and Series B and Five-Year Series C and Series D Subordinated Debenture Bonds held by a
     trustee or custodian in an individual retirement account ("IRA") as necessary to satisfy mandatory withdrawals from the IRA.

2.       We will redeem the Ten-Year Series A and Series B, and Five-Year Series C and Series D Subordinated Debenture Bonds upon
     notice of the death of the holder.

3.       We will redeem limited amounts of Subordinated Debenture Bonds of Series A, Series B, Series C and Series D before they
     mature if certain restrictive conditions are satisfied.  The limited amount of Subordinated Debenture Bonds that we will redeem
     before maturity is explained under the caption "Limited Redemption Prior to Maturity of Subordinated Debenture Bonds" beginning
     on page 20 of this prospectus.  A summary of the other limitations on the redemption before maturity of Subordinated Debenture
     Bonds of Series A, Series B, Series C and Series D follows:

o        Except when held by a trustee or custodian in an IRA as stated in (1) above, the Ten-Year Subordinated Debenture Bonds
         (Series A and Series B) must have been held for at least 3 years.

o        Except when held by a trustee or custodian in an IRA as stated in (1) above, the Five-Year Subordinated Debenture Bonds
         (Series C and Series D) must have been held for at least 2 years.

4.       We will redeem the Ten-Year Monthly Income Subordinated Debenture Bonds (Series E and Series F), and Five-Year Monthly
     Income Subordinated Debenture Bonds (Series G and Series H) before maturity only upon notice of the death of the holder.

Provisions for Early Redemption at the Option of Farmland

Subordinated Debenture Bonds of Ten-Year Series A and Series B, and Five-Year Series C and Series D, may be called at the option of
Farmland two years after the date of issue.

Monthly Income Subordinated Debenture Bonds of Ten-Year Series E and Series F, and Five-Year Series G and Series H, cannot be called
by Farmland.

Subordination

The rights of holders of the Subordinated Debenture Bonds to receive payments of principal and interest are subordinated in right of
payment to all existing and future holders of Senior Indebtedness. Senior Indebtedness includes, among other things, Demand Loan
Certificates, obligations of Farmland for money borrowed from or guaranteed to banks, trust companies, insurance companies or pension
trusts, and indebtedness created after the date of the Subordinated Indenture under instruments which state that such indebtedness is
Senior Indebtedness.

The Subordinated Debenture Bonds and the Demand Loan Certificates are also structurally subordinated to all obligations of Farmland's
subsidiaries.

Underwriting Discounts and Commissions

We will pay Farmland Securities Company a commission not to exceed 4% of the aggregate sales price of the Subordinated Debenture
Bonds and Demand Loan Certificates offered.  We also pay Farmland Securities Company for all expenses it incurs related to the sale
of these securities.  However, this additional payment is limited to no more than 3% of the aggregate sales price of the securities
being offered.

Purpose of the Exchange Offer

The purpose of the exchange offer is to extend the period of time we utilize funds borrowed from an investor in our Subordinated
Debenture Bonds.  For additional information regarding the exchange offer, including how to accept the exchange offer, please see
"Exchange Offer" on page 12 of this prospectus.

Selling Price

The debt securities, if sold for cash, will be sold for 100% of the face amount.

Use of Proceeds

Proceeds received from the sale of the debt securities will be used for general corporate purposes, including repayment of debt and
the funding of capital expenditures.


                                                             RISK FACTORS

You should consider carefully the following risk factors in addition to the other information contained in or incorporated by
reference into this prospectus.

                                                    Risks Relating to the Offering

The Subordinated Debenture Bonds are contractually subordinate to our Senior Indebtedness; in addition, both the Subordinated
Debenture Bonds and the Demand Loan Certificates are structurally subordinated to the liabilities of our subsidiaries.
The Subordinated Debenture Bonds offered by this prospectus for sale and for exchange are unsecured obligations of Farmland and are
subordinated in right of payment to all existing and future Senior Indebtedness of Farmland.  As a result, no payment of principal or
interest will be made on the Subordinated Debenture Bonds until payment has been made on the amounts then due on Senior
Indebtedness.  See "Description of Debt Securities - Subordination" on page 24 of this prospectus.

In addition, both the Subordinated Debenture Bonds and the Demand Loan Certificates are structurally subordinated to all liabilities
of Farmland's subsidiaries.  Any right of Farmland to receive assets from any subsidiary which liquidates will be subject to the
claims of such subsidiary's creditors.  As a result, the right of holders of the Subordinated Debenture Bonds and Demand Loan
Certificates to participate in those assets is subject to the claims of such subsidiary's creditors.  Accordingly, the Subordinated
Debenture Bonds and the Demand Loan Certificates are structurally subordinated to all indebtedness and other liabilities, including
trade accounts payable, of our subsidiaries.

As of August 31, 2001:

1.       Farmland had $293.2 million of outstanding liabilities which constitute Senior Indebtedness; in addition, Senior
         Indebtedness includes obligations for future payments under long-term leases of approximately $249.6 million through
         December 2004;

2.       Farmland had outstanding $535.4 million aggregate principal amount of subordinated indebtedness; and

3.       Certain Farmland subsidiaries had outstanding $272.0 million aggregate principal amount of indebtedness, of which $256.5
         million was nonrecourse to Farmland or Farmland's other affiliates.

The Indenture under which the Subordinate Debenture Bonds and Demand Loan Certificates are issued do not restrict the incurrence of
indebtedness and various other transactions.
The indentures under which the debt securities are issued do not contain any provision that would limit the ability of Farmland or
any of its affiliates to incur indebtedness of any type or that would provide holders of the debt securities protection in the event
of a highly leveraged transaction, restructuring, change in control, merger, sale of substantially all of our assets or similar
transaction involving Farmland.  In the event of these transactions, we cannot assure you that Farmland or any successor would be
able to repay holders of our debt securities either from continuing operations or from proceeds of any such transaction.

Credit Facility provisions could restrict our ability to repay our subordinated debt.
Our Credit Facility with a group of banks and other lenders is Senior Indebtedness and contains affirmative, negative and financial
covenants.  Violation of these covenants or any other breach relating to this indebtedness, including payment defaults, would create
a default on our Senior Indebtedness.  If default occurs, we will not make payments of principal and interest on the Subordinated
Debenture Bonds, as well as our other subordinated debt.  Payments may begin again when the breach or violation is resolved.

We cannot assure you that we will have sufficient funds available to pay interest and principal.
We have not and do not intend to establish special cash reserves, escrow accounts or trusts for payment of principal or interest on
the debt securities offered in this prospectus.  We have relied on, and plan to continue to rely on, general corporate funds provided
through operations, sale of assets and other borrowings to make all principal and interest payments when due.

Restricted redemption rights of holders of Subordinated Debenture Bonds may make these bonds an unsuitable investment for you.
Holders of Subordinated Debenture Bonds may redeem their investments prior to maturity only under restricted conditions.  These
restricted conditions are more fully described under the caption "Limited Redemption Prior to Maturity of Subordinated Debenture
Bonds" beginning on page 20 of this prospectus.  Depending on your investment objectives, these restricted redemption rights may make
the Subordinated Debenture Bonds an unsuitable investment for you.

You may be unable to sell your debt security because there is no trading market for our debt securities.
A trading market does not exist for our debt securities.  Also, it is highly unlikely that a secondary market for these securities
will develop.  We do not plan to list any of the debt securities on any securities exchange.

These securities are offered through our wholly-owned subsidiary, which has received a partial exemption from regulatory requirements.
Farmland Securities Company ("FSC") is our wholly-owned subsidiary.  FSC's business is limited to the offer and sale of securities
issued by us.  Because FSC is wholly-owned by Farmland, the offering requires a partial exemption from requirements of Rule 2720 of
the NASD.  This partial exemption requires, among other things, that a minimum of 80 percent of the dollar amount of debt security
sales be to a defined group as approved by the NASD.  Only persons associated with us or FSC participated in determining the terms,
including price, of the securities offered in this prospectus.


Risks Relating To Our Business And Industry

We have suffered losses in our operations in recent years and our earnings are volatile due to factors not within our control.
In our fiscal year ended August 31, 2001, we suffered a net loss of $90.0 million.  In our fiscal year ended August 31, 2000, we
suffered a net loss of $29.3 million.  We operate in the crop production, petroleum, feed, refrigerated foods and grain businesses.
Our sales, gross margins, and net income depend, to a large extent, on conditions in agriculture and may be volatile due to factors
beyond our control, such as weather, crop failures, federal agricultural programs, production efficiencies, and currency
fluctuations, tariffs and other factors affecting U.S. imports and exports.  In addition, various federal and state regulations to
protect the environment encourage farmers to reduce the use of fertilizers and other chemicals.  Global variables which affect
supply, demand and price of crude oil, refined fuels, natural gas and other commodities may impact our operations.  Historically,
changes in the cost of raw materials used in the manufacture of Farmland's finished products have not necessarily resulted in
corresponding changes in the prices at which such products have been sold.  For example, over the last few years, the results of our
crop production business have been adversely affected by a combination of high natural gas prices and competition from imports.
Also, changes in the prices of crude oil and refined fuels have caused, and will continue to cause, significant variations in the
results of our petroleum business.  Management cannot determine the extent to which the factors mentioned above may impact our future
operations.

Potential environmental liabilities related to both current and former operations may adversely impact our financial results.
Farmland is subject to various federal, state and local environmental laws and regulations, including those governing the use,
storage, discharge and disposal of hazardous materials, which may impose significant liability for cleanup of environmental
contamination.  Farmland uses hazardous materials and generates hazardous wastes in the ordinary course of our manufacturing
processes.

Our business is subject to unpredictable changes in agricultural production and market conditions.
Our financial success depends largely on factors which affect agricultural production and market conditions.  These factors, which
are outside of Farmland's control, often change agricultural production and market conditions in an unpredictable manner.  Therefore,
we cannot determine the future impact on our operations from changes in these external factors.  We expect demand for our products to
continue to be volatile as agricultural conditions change.

As a cooperative, we have limited ability to raise equity in the capital markets.
As a cooperative, we cannot sell our voting common equity to traditional public or private markets.  Instead, equity is raised
largely from payment of the noncash portion of patronage refunds with common stock, associate member common stock and capital
credits, from offerings of preferred stock and from net income on transactions with nonmembers.

For additional information regarding risk factors, you should refer to our Form 10-K for the year ended August 31, 2001 which is
attached to this prospectus.







                                                  RATIOs OF EARNINGS TO FIXED CHARGES

The following table sets forth our consolidated ratios of earnings to fixed  charges for the periods shown.  The ratios of earnings
to fixed charges have been computed by dividing fixed charges into the sum of (a) income (loss) before taxes for Farmland as a whole,
less capitalized interest and with adjustments to appropriately reflect our majority-owned, 50%-owned, and less-than-50%-owned
affiliates, and (b) fixed charges.  Fixed charges consist of interest on all indebtedness (including amortization of debt issuance
expenses) and the component of operating rents determined to be interest, with adjustments as appropriate to reflect our 50%-owned
and less-than-50%-owned affiliates.


                                                                  Fiscal Years Ended August 31,
                                                              --------------------------------------
                                                              ------- ------- ------ ------- -------
                                                               1997    1998   1999    2000    2001

Ratio of Earnings to Fixed Charges........................     3.0     1.6     1.2    (1)     (1)


(1)  Income was inadequate to cover fixed charges for the fiscal years ended August 31, 2000 and 2001.  The dollar amounts of the
coverage deficiencies were $24.8 million and $113.3 million, respectively.


                                                    DETERMINATION OF INTEREST RATES


The Certificate Interest Rate is the interest rate per year for Demand Loan Certificates as determined, from time to time, by
Farmland.  Each Demand Loan Certificate will earn interest at the Certificate Interest Rate in effect on the date of issuance of such
Demand Loan Certificate for a period of six (6) months.  If during such six (6) month period the Certificate Interest Rate for Demand
Loan Certificates is increased to a rate higher than that currently in effect for a Demand Loan Certificate, then each such Demand
Loan Certificate will earn interest at the increased rate from the effective date of the increase to the end of such Demand Loan
Certificate's then current six (6) month period.  Six (6) months from the date of issuance of each Demand Loan Certificate and each
six (6) month anniversary date after the issuance date, such Demand Loan Certificate will, if not redeemed, earn interest at the
Certificate Interest Rate for Demand Loan Certificates in effect on such anniversary date, but only for a six (6) month period from
such anniversary date, subject to the escalation provisions previously set forth.  A decrease in the Certificate Interest Rate for
Demand Loan Certificates will have no effect on the Certificate Interest Rate of any Demand Loan Certificate issued prior to the
decrease unless such decreased rate is in effect on the first day of the next subsequent six (6) month period of such outstanding
Demand Loan Certificate. If redeemed by a Farmland voting member cooperative during a one (1) month period or by any other purchaser
during a six (6) month period immediately following the date of original issuance, the Demand Loan Certificates will bear interest
from the date of original issuance to the date of redemption at a rate 2% below the Certificate Interest Rate (the "Demand Rate").
Thus, if the Certificate Interest Rate were 6% per year, the Demand Rate would be 4% per year for any Demand Loan Certificate so
redeemed.

The Bond Interest Rate with respect to any series of Subordinated Debenture Bonds is the interest rate per year for such Series, as
determined by Farmland, from time to time, after giving consideration to the current rates of interest established by various money
markets, and Farmland's need for funds. Any change in the Bond Interest Rate will not affect the Bond Interest Rate on any
Subordinated Debenture Bonds for which the full purchase price was received prior to the change.

On the date of this prospectus, the Certificate Interest Rate on Demand Loan Certificates and the Bond Interest Rate on Subordinated
Debenture Bonds is as follows:

                                                                         Minimum                Certificate
                                                                    Initial Investment         Interest Rate
Demand Loan Certificates       .......................................$     1,000                 __.__%

                                                                                                   Bond
Subordinated Debenture Bonds:Interest Rates
      Ten-Year, Series A..............................................$     1,000                  _.__%
      Ten-Year, Series B .............................................$   100,000                  _.__%
      Five-Year, Series C.............................................$     1,000                  _.__%
      Five-Year, Series D.............................................$   100,000                  _.__%
      Ten-Year Monthly Income, Series E...............................$     5,000                  _.__%
      Ten-Year Monthly Income, Series F...............................$   100,000                  _.__%
      Five-Year Monthly Income, Series G..............................$     5,000                  _.__%
      Five-Year Monthly Income, Series H..............................$   100,000                  _.__%


Whenever the Certificate Interest Rate or Bond Interest Rate is changed, we will amend this prospectus to specify the interest rate
in effect after the date of the change.  Whenever the Certificate Interest Rate or the  Bond Interest Rate is changed, Farmland will
mail a notice to holders of Demand Loan Certificates and Subordinated Debenture Bonds of the change.  Information concerning the
Certificate Interest Rate and Bond Interest Rate can be obtained from the prospectus or from Farmland Securities Company, Post Office
Box 20087, Dept. 98, Kansas City, Missouri 64195-0087 (telephone 1-800-822-8263, extension 6360).


                                                            USE OF PROCEEDS


This offering of Farmland debt securities is made on a best efforts basis with no established minimum amount that must be sold.
However, assuming that all of the Subordinated Debenture Bonds and Demand Loan Certificates (the "Offered Debt Securities") offered
are sold, the proceeds to Farmland, net of expenses, will be approximately $351 million.  To the extent Subordinated Debenture Bonds
are exchanged pursuant to the exchange offer, net cash proceeds will be reduced by the face amount of Subordinated Debenture Bonds
exchanged, up to $80 million.  We intend to use the proceeds of this offering as follows:

Description                                                            Amount
Capital Expenditures & Investments in Ventures..................       $ 127 million
Refinance Subordinated Debt.....................................            40 million
Fund General Corporate Requirements.............................          184 million
Total...........................................................       $ 351 million


The subordinated debt which we propose to refinance has interest rates ranging from 6.5% to 10% and matures at various times prior to
February 2014.

If proceeds from the sale of these securities are less than amounts required for these purposes, additional funds may be obtained
from operations, from banks or other borrowings or from other financing arrangements.

                                                         PLAN OF DISTRIBUTION

The securities offered by this prospectus for cash and for exchange are offered by Farmland Securities Company ("FSC") and may be
offered by other broker-dealers selected by Farmland. FSC's commitment is to use its best efforts to solicit orders for the
securities being offered.  FSC has not made a firm commitment and is not obligated to solicit offers for any specified amount of debt
securities.  There is no requirement that any minimum amount of securities must be sold.  The offering is for an indeterminate period
of time not expected to be in excess of two years.

FSC, located at 12200 North Ambassador Drive, Kansas City, Missouri, is a wholly-owned subsidiary of Farmland organized for the sole
purpose of offering Farmland's Demand Loan Certificates and Subordinated Debenture Bonds for sale to the general public and/or for
exchange and to solicit offers which are subject to acceptance by Farmland.  FSC is a member of the NASD and the Securities Investor
Protection Corporation (SIPC).  FSC's involvement in this offering is in compliance with terms of a partial exemption from
requirements of Rule 2720 of the NASD because no persons, other than persons associated with Farmland or FSC, participated in
determining the price and other terms of the securities offered by this prospectus.  Farmland will pay commissions to FSC not to
exceed 4% of the aggregate price of the Offered Debt Securities.  Farmland will pay all expenses and liabilities incurred by FSC,
limited to an amount not to exceed 3% of the aggregate sales price of the Offered Debt Securities.  FSC is a registered broker-dealer
under the Exchange Act but has only limited authority to engage in the offer and sale of securities issued by Farmland.  Farmland
will indemnify FSC for certain liabilities under the Securities Act of 1933, as amended (the "Securities Act").

FSC and other brokers-dealers, if any, selected by Farmland have agreed or will agree to deliver to prospective investors at the time
of or prior to any offering of such certificates for sale or for exchange a current prospectus relating to the Offered Debt
Securities, our latest Annual Report on Form 10-K, and our latest Quarterly Report on Form 10-Q.

Farmland may engage other broker-dealers that are qualified to offer and sell Offered Debt Securities in a particular state and that
are members of the NASD.  Each broker-dealer participating in this offering is responsible for complying with all statutes, rules and
regulations of all jurisdictions in which each participating broker-dealer offers the Offered Debt Securities for sale.  Farmland
will pay to other selected broker-dealers, for their services, a sales commission of not more than 4% of the face amount of
Subordinated Debenture Bonds sold and not more than 1/2 of 1% of the face amount of Demand Loan Certificates sold.  In addition,
Farmland may pay to selected broker-dealers an unallocated due diligence and marketing fee of not more than 1/2 of 1% of the face
amount of the Subordinated Debt Securities sold.  Farmland may indemnify selected broker-dealers for certain liabilities arising out
of violations by Farmland of blue sky laws or the Securities Act.

First Union Securities, Inc., a member of the NASD, participated as a qualified independent underwriter in the "due diligence" review
with respect to the preparation of this prospectus and received approximately $50,000 for such participation. First Union Securities,
Inc. will not participate in the pricing of the Offered Debt Securities.

                                                            EXCHANGE OFFER

Farmland is offering:

1)       to the owners of its Subordinated Capital Investment Certificates, its Ten-Year Bonds and its Five-Year Bonds, the right to
              exchange such securities for an equivalent principal amount of any Monthly Income Bond ($5,000 minimum) which, at the
              time of the exchange, is being offered by this prospectus.  The option to exchange a Subordinated Capital Investment
              Certificate, Ten-Year Bond or Five-Year Bond into a Monthly Income Bond is not affected by the period of time the
              Subordinated Capital Investment Certificate, Ten-Year Bond or Five-Year Bond has been held.  Farmland will not redeem
              Monthly Income Bonds prior to maturity except upon death of the owner.

2)       to the owners of its Subordinated Capital Investment Certificates, its Ten-Year Bonds and its Five-Year Bonds which have
              been held until eligible for redemption prior to maturity at the option of the owner, the right to exchange such
              securities for an equivalent principal amount of any Ten-Year Bond or Five-Year Bond which, at the time of the exchange,
              is being offered by this prospectus.  This option to exchange into Ten-Year Bonds or Five-Year Bonds is affected by the
              period of time the outstanding security has been held.  The required holding period is as follows:

                  If, at the time of issuance, the            Then, to be eligible for
                  maturity period of the                      exchange, the certificate must
                  certificate held was:                       have been held for:
                  ----------------------------------          ----------------------------------
                             (In Years)                                  (In Years)
                                  5                                           2
                                 10                                           3

For certificated Subordinated Capital Investment Certificates, Ten-Year Bonds and Five-Year Bonds, an exchange will be made effective
on the day certificates or bonds eligible for exchange are received by Farmland Securities Company's office in Kansas City, Missouri
or by a registered representative of Farmland Securities Company.  For uncertificated Ten-Year Bonds and Five-Year Bonds, an exchange
will be made effective on the day a properly signed bond instruction requesting exchange of a security eligible for exchange is
received by Farmland Securities Company's office in Kansas City, Missouri or by a registered representative of Farmland Securities
Company.  However, for any certificate, bond or bond instruction received within a fifteen (15) day period preceding the record date
of such security, the exchange will be effective as of the first day following such record date.  The exchange is irrevocable after
the effective date, but is revocable at any time prior to the effective date.  Notice of an owner's revocation may be in writing,
delivered to the address given below (see "How to Accept Exchange Offer" included in this prospectus) or by telephone to (816)
713-6360.  This exchange offer will expire at 12:00 P.M. Eastern Standard Time on December 31, 2002, unless terminated prior to such
date.  We will mail a notice to holders of certificates or bonds eligible for exchange at least 30 days prior to the effective date
of Farmland's termination of this exchange offer.

Any interest accrued on a security being exchanged will be paid on the day the exchange is made effective.

The following discussion is a brief summary of the principal United States Federal income tax consequences under current Federal
income tax laws relating to exchanges of debt securities.  This summary is the opinion of Robert B. Terry, General Counsel for
Farmland, is not intended to be exhaustive and, among other things, does not describe any state, local or foreign income and other
tax consequences.  Owners of these debt securities should seek advice from their tax advisor before accepting the exchange offer.
Generally, the exchange of debt securities would be considered as taxable exchanges, although it is possible that certain exchanges
may be considered as non-taxable exchanges.  The basis for determining a taxable gain or loss on a taxable exchange for an owner to
take into account as gain or loss is the difference between the fair market value of the security being received and his basis
(usually cost) in the security being exchanged.  As a practical matter, most owners should have no gain or loss since the
certificates and bonds were sold at 100% of face amount and the fair market value of the bonds received in the exchange should be
considered 100% of the face amount of the certificates or bonds exchanged.  However, since it is possible for a prior owner to have
sold his certificate or bond to another person at a cost which is more or less than he had paid for it, a subsequent owner could have
a different cost from the cost at the time of original issuance.  Any gain or loss recognized on a taxable exchange generally would
be taken into account for purpose of federal income taxes as a gain or loss from the sale or disposition of a capital asset except
that, if an owner purchased a debt security at a "market discount" (i.e., at a price less than its face amount), all or a portion of
the owner's gain may be treated as ordinary income, rather than capital gain, for federal income tax purposes.  Characterization of
any capital gain or loss as short-term or long-term will depend on the length of time the debt security had been held by the owner as
of the date of the exchange.  Again, we emphasize that owners of these debt securities should seek advice from their tax advisor
before accepting the exchange offer.


                                                     HOW TO ACCEPT EXCHANGE OFFER

Registered holders may accept the exchange offer by delivering the certificate or bond evidencing the debt security which is eligible
for exchange (or , in the case of uncertificated bonds, a bond instruction for the debt security which is eligible for exchange),
(see "Exchange Offer" immediately above), to Farmland Securities Company, P.O. Box 20087, Dept. 98, Kansas City, Missouri 64195-0087
or to a registered representative of Farmland Securities Company for execution.  The certificate, bond or bond instruction should be
assigned to Farmland Securities Company in the transfer section and endorsed by all of the persons whose names appear on the face of
the certificate, bond or bond instruction.  Should any registered owner be incapable of endorsing the certificate, bond or bond
instruction, additional documentation may be necessary.  Call (816) 713-6360 or write to the above address for specific information.
Should registered owners wish to have the new certificate or bond issued to persons other than the person in whose name the
certificate or bond being exchanged was registered, the endorsement signatures must be guaranteed by a bank, stockbroker, savings and
loan association or credit union with membership in an approved signature guarantee Medallion Program, pursuant to S.E.C. Rule
17Ad-15.  A United States Treasury Form W-9, Backup Withholding Certificate must be completed and signed by the principal owner of the
new bond.

                                                       HOW TO TRANSFER OWNERSHIP

To transfer ownership of the Offered Debt Securities, you must sign a bond instruction transferring the applicable debt security to
the new owner(s).   You or the new owner must than deliver the signed bond instruction to Farmland Securities Company, P.O. Box
20087, Dept. 98, Kansas City, Missouri 64195-0087.  Should any registered owner be incapable of signing the bond instruction,
additional documentation may be necessary.  Call (816) 713-6360 or write Farmland Securities Company, P.O. Box 20087, Kansas City,
Mo. 64195-0087 Dept. 98 for specific information.  All transfer requests require that signatures be guaranteed by a bank,
stockbroker, savings and loan association or credit union with membership in an approved signature guarantee Medallion Program,
pursuant to S.E.C. Rule 17Ad-15.  A United States Treasury Form W-9 Backup Withholding Certificate must be completed and signed by
the new principal owner.

The transfer will be made effective on the day a properly signed bond instruction is received at Farmland Securities Company's office
in Kansas City, Missouri or received by a registered representative of Farmland Securities Company.  However, for any bond
instruction received within a fifteen (15) day period preceding the record date of the applicable debt security, the transfer will be
effective as of the first day following such record date.


                                                    DESCRIPTION OF debt securities

Under this prospectus, Farmland is offering the following Offered Debt Securities, namely:


             Demand Loan Certificates, with a minimum initial investment of $1,000.

             Subordinated Debenture Bonds issuable in series, as follows:
                                                                                  Minimum
                  Series                                                    Initial Investment
      Ten-Year, Series A.....................................................$          1,000
      Ten-Year, Series B ....................................................$        100,000
      Five-Year, Series C....................................................$          1,000
      Five-Year, Series D....................................................$        100,000
      Ten-Year Monthly Income, Series E......................................$          5,000
      Ten-Year Monthly Income, Series F......................................$        100,000
      Five-Year Monthly Income, Series G.....................................$          5,000
      Five-Year Monthly Income, Series H.....................................$        100,000

The Demand Loan Certificates are called the "Demand Loan Certificates" and the various series of Subordinated Debenture Bonds
referred to above are collectively called the "Subordinated Debenture Bonds".  All Demand Loan Certificates and Subordinated
Debenture Bonds offered through this prospectus will be issued in uncertificated form.  That means we do not issue a certificate for
any of our debt securities that you may purchase.  Rather, your investment in our debt securities will be evidenced by an entry on
our records.

The Demand Loan Certificates will rank equally with all other unsecured and unsubordinated debt of Farmland and will be issued under
the indenture dated December 4, 1997 between Farmland and UMB Bank (the "Senior Indenture").  The Demand Loan Certificates are direct
obligations of Farmland.  As described below, the Senior Indenture permits the issuance of unsubordinated debt in series, of which
the Demand Loan Certificates are a series.  For information as to the structural subordination of the Demand Loan Certificates , see
"Risk Factors - The Subordinated Debenture Bonds are contractually subordinate to our Senior Indebtedness; in addition, both the
Subordinated Debenture Bonds and the Demand Loan Certificates are structurally subordinated to the liabilities of our subsidiaries"
beginning on page 6.

Each series of Subordinated Debenture Bonds will be subordinate and junior in right of payment to all Senior Indebtedness (as defined
below) of Farmland and will be issued under the indenture dated December 4, 1997 between Farmland and Commerce Bank (the
"Subordinated Indenture").  The Senior Indenture and the Subordinated Indenture are each referred to in this prospectus as an
"Indenture".  As described below, the Subordinated Indenture permits the issuance of subordinated debt in series, of which each series
of Subordinated Debenture Bonds offered by this prospectus is a series.

The unsubordinated debt issuable under the Senior Indenture and the subordinated debt issuable under the Subordinated Indenture are
referred to collectively as the "Debt Securities".

Each series of Debt Securities issued pursuant to an Indenture will be issued pursuant to an amendment or supplemental indenture or
pursuant to an Officers' Certificate, in each case delivered pursuant to resolutions of the Board of Directors of Farmland and in
accordance with the provisions of Section 3.01 of the applicable Indenture.  The terms of the Debt Securities include those stated in
the applicable Indenture and those made part of the applicable Indenture by reference to the Trust Indenture Act of 1939, as amended
(the "TIA").  The Debt Securities are subject to all such terms and the Holders of Debt Securities are referred to the Indentures and
the TIA for a statement of such terms.

The following summaries of certain provisions of each Indenture and of the Debt Securities and the Offered Debt Securities are not
complete and are qualified in their entirety by reference to the provisions of the applicable Indenture, including the definitions of
capitalized terms used in this prospectus without definition.  Numerical references in parentheses are to sections in the applicable
Indenture and, unless otherwise indicated, capitalized terms have the meanings given them in the Indentures.


General

Neither Indenture limits the amount of Debt Securities, debentures, notes or other evidences of indebtedness that may be issued by
Farmland or any of its subsidiaries.  Furthermore, neither Indenture affords Holders of Debt Securities protection in the event of a
highly leveraged transaction, restructuring, change in control, merger or similar transaction involving Farmland that may adversely
affect Holders of Debt Securities.

Each Indenture provides that Debt Securities may be issued from time to time in one or more series.  Under each Indenture, Farmland
has the authority to establish as to each series:

1)       the title of the Debt Securities of the series;

2)       any limit upon the aggregate principal amount of the Debt Securities of the series;

3)       the date or dates on which the principal of or premium, if any, on the Debt Securities of the series shall be payable or the
     methods for the determination of principal or premium;

4)       the rate or rates at which such Debt Securities will bear interest, if any, or the method or methods of calculating such
     rate or rates of interest, the date or dates from which such interest shall accrue or the method or methods by which such date or
     dates shall be determined, the interest payment dates on which any such interest shall be payable, the right, if any, of Farmland
     to defer or extend an interest payment date, the record date, if any, for the interest payable on any Interest Payment Date, and
     the basis upon which interest shall be calculated if other than that of a 365-day year;

5)       the place or places where such Debt Securities shall be payable or surrendered for registration of transfer or exchange;

6)       the period or periods within which, the price or prices at which, and the other terms and conditions upon which, such Debt
     Securities may be redeemed, in whole or in part, at the option of Farmland;

7)       the obligation, if any, of Farmland to redeem or purchase such Debt Securities pursuant to any sinking fund or analogous
     provisions or upon the happening of a specified event or at the option of a Holder and the period or periods within which, the
     price or prices at which and the other terms and conditions upon which, such Debt Securities shall be redeemed or purchased, in
     whole or in part, pursuant to such obligation;

8)       the denominations in which such Debt Securities shall be issuable;

9)       if other than the entire principal amount of the Debt Security, the portion of the principal amount of Debt Securities of
     the series which shall be payable upon declaration of acceleration upon an event of default;

10)      provisions, if any, granting special rights to the holders of Debt Securities of the series upon the occurrence of specified
     events;

11)      any deletions from, modifications of or additions to the events of default specified in the applicable Indenture or
     covenants of Farmland specified in the applicable Indenture;

12)      the forms of such Debt Securities and interest coupons, if any, of the series;

13)      the applicability, if any, to the Debt Securities and interest coupons, if any, of the series of defeasance provisions;

14)      if other than Farmland, the identity of the Registrar and any Paying Agent;

15)      any restrictions on the registration, transfer or exchange of such Debt Securities; and

16)      any other terms of the series including any terms which may be required by or advisable under United States laws or
     regulations or advisable (as determined by Farmland) in connection with the marketing of Debt Securities of the series. (Section
     3.01)

Unless otherwise indicated as to a series of Debt Securities, the Debt Securities will be issued only in uncertificated form.

Debt Securities denominated in U.S. dollars will be issued in denominations of not less than $1,000. (Section 3.02)

Unless otherwise indicated as to a series of Debt Securities, the principal of, and any premium or interest on, any series of Debt
Securities will be payable at the principal executive offices of Farmland in Kansas City, Missouri, provided that, at the option of
Farmland, payment of interest may be made by check mailed to the address of the Holder entitled thereto as it appears in the related
security register or by electronic funds transfer or similar means to an account maintained by the Holder entitled thereto as it
appears in the related security register.  (Sections 3.05, 3.07, 6.02). The office address of Farmland is 12200 North Ambassador
Drive, Kansas City, Missouri, 64163-1244.

Farmland will issue the Offered Debt Securities on the day (the "Date of Original Issuance") on which it receives (or is deemed to
receive) and has accepted payment of the full purchase price.  Any payments (other than by electronic funds transfer or similar
means) received after noon shall be deemed received by Farmland on the next business day.  Electronic funds transfers are effective
when funds are received.  No Offered Debt Security shall be valid or obligatory for any purpose unless registered on the register.


Demand Loan Certificates

Interest

If purchased and held by a Farmland voting member cooperative for a one (1) month period or by any other purchaser for a six (6)
month period immediately following the Date of Original Issuance of the Demand Loan Certificates, the principal amount of the Demand
Loan Certificates will bear interest at the interest rate, as determined by Farmland, from time to time (the "Certificate Interest
Rate").  Each Demand Loan Certificate will earn interest at the Certificate Interest Rate in effect on the Date of Original Issuance
of such Demand Loan Certificate for a period of six (6) months.  If during such six (6) month period the Certificate Interest Rate is
increased to a rate higher than that currently in effect for the Demand Loan Certificates, then each such Demand Loan Certificate
will earn interest at the increased rate from the effective date of the increase to the end of such Demand Loan Certificate's then
current six (6) month period.  Commencing six (6) months from the Date of Original Issuance of each Demand Loan Certificate and on
each six (6) month anniversary date thereafter, such Demand Loan Certificate will, if not redeemed, earn interest at the Certificate
Interest Rate in effect on such anniversary date, but only for a six (6) month period from such anniversary date, subject to the
escalation provisions previously set forth.  A decrease in the Certificate Interest Rate will have no effect on any Demand Loan
Certificate issued prior to the decrease until the first day of the next subsequent six (6) month period of such outstanding Demand
Loan Certificate.  Holders of Demand Loan Certificates are notified of the effective date of any change of the Certificate Interest
Rate which affects the Demand Loan Certificates held. If redeemed by a Farmland voting member cooperative during a one (1) month
period or by any other purchaser during a six (6) month period immediately following the Date of Original Issuance, the Demand Loan
Certificates shall bear interest from Date of Original Issuance to date of redemption at a rate 2% below the Certificate Interest
Rate (the "Demand Rate").  Thus, if the Certificate Interest Rate is 6% per year, the Demand Rate would be 4% per year for any Demand
Loan Certificate so redeemed.  Interest on the principal amount of any Demand Loan Certificates held longer than six (6) months will
be computed at the effective Certificate Interest Rate and is payable in one of the following ways at the option of the purchaser:
(a) six (6) months after the Date of Original Issuance and at the end of each and every six (6) month period thereafter until the
Demand Loan Certificate is surrendered for redemption, or (b) only at the date of redemption compounded semi-annually at the
effective Certificate Interest Rate.  The interest payment option on the Demand Loan Certificates is selected by the purchaser at the
time of the purchase and is irrevocable.

Any interest not punctually paid or duly provided for ("Defaulted Interest") on any Demand Loan Certificate will not be payable to
the Holder thereof on the applicable payment date but instead may either be paid to the person in whose name such Demand Loan
Certificate is registered at the close of business on a special record date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice of which shall be given to the Holder of such Demand Loan Certificate not less than ten (10) days prior to such
special record date, or may be paid at any time in any other lawful manner, all as more completely provided in the Senior Indenture.
(Section 3.07)


Redemption

The Demand Loan Certificates cannot be called for redemption by Farmland at any time prior to maturity.

Farmland will redeem the Demand Loan Certificates at any time upon written request of the Holder when accompanied by a bond
instruction, properly endorsed.  No partial redemptions will be permitted.  If the Demand Loan Certificate is surrendered for
redemption by a Farmland voting member cooperative during a one (1) month period or by any other Holder during a six (6) month period
immediately following the Date of Original Issuance, interest computed at the applicable Demand Rate from Date of Original Issuance
to date of redemption will be paid at the time of redemption of the Demand Loan Certificate.  If the Demand Loan Certificate is held
for a period longer than six (6) months from Date of Original Issuance, interest from the last previous date on which interest was
paid to the date of redemption computed at the applicable Certificate Interest Rate will be paid upon redemption.  Any interest held
for compounding by Farmland in accordance with an interest option made by the purchaser will be paid upon redemption of the Demand
Loan Certificate.


Subordinated Debenture Bonds

To ensure accuracy, much of the language in this section has been taken directly from the Indentures.  This language may be
legalistic and complex.  To help you understand the provisions, we have provided summaries, immediately following this paragraph, of
characteristics of the subordinated debt securities.  The summaries are not meant to be complete.  If you have questions regarding
the meaning or intent of any section, please contact your selling agent or Farmland Securities Company.  Farmland Securities Company
may be contacted by calling (816) 713-6360 or writing to:

                           Farmland Securities Company
                           P.O. Box 20087
                           Kansas City, Missouri 64195-0087


Ten-Year, Series A and B

Maturity Date
The maturity date for Subordinated Debenture Bonds, Ten-Year, Series A and Ten- Year, Series B (referred to in this prospectus
individually as "Series A Bonds" and "Series B Bonds" and collectively as the "Ten-Year Bonds") is ten (10) years from the Date of
Original Issuance.

Bond Interest Rates
The Bond Interest Rate for the Ten-Year, Series A and Ten-Year, Series B will be determined by Farmland, from time to time.

Series A Bonds
The Bond Interest Rate for any Series A Bonds issued will be the rate per year stated in the prospectus or prospectus supplement
effective as of the Date of Original Issuance. The Series A Bonds will bear interest at the applicable Bond Interest Rate as in
effect on the Date of Original Issuance, but any change of the Bond Interest Rate for later issued Series A Bonds will not affect the
Bond Interest Rate on any Series A Bond for which the full purchase price was received prior to the change.  The Series A Bonds
require a minimum initial investment of $1,000.

Series B Bonds
The Bond Interest Rate for any Series B Bonds issued will be the rate per year stated in the prospectus or prospectus supplement
effective as of the Date of Original Issuance.  The Series B Bonds will bear interest at the applicable Bond Interest Rate as in
effect on the Date of Original Issuance.  Farmland anticipates that the Bond Interest Rate for Series B Bonds on a particular day may
exceed by up to1/4of 1% per year the Bond Interest Rate on such day for Series A Bond.  Any change of the Bond Interest Rate for
later issued Series B Bonds will not affect the Bond Interest Rate on any Series B Bonds for which the full purchase price was
received prior to the change.  The Series B Bonds require a minimum initial investment of $100,000.

Interest Payments
Interest is payable on the principal of the Ten-Year Bonds from the Date of Original Issuance at the election of the purchaser, made
at the time of purchase, in one of the following ways:

1)       semiannually on January 1 and July 1, to Holders of record on the last preceding December 15 and June 15, respectively (or,
     if originally issued between the record date and the payment date, to the Holder on the Date of Original Issuance); or

2)       at maturity or at the date of redemption if redeemed prior to maturity, compounded semiannually, on December 31 and June 30
     at the applicable Bond Interest Rate.

Any election to receive payment of the interest semiannually is irrevocable.  The election to receive payment of the interest at
maturity, or at the date of redemption if redeemed prior to maturity, will be terminated upon written request of the Holder, such
termination to be effective as of the last previous interest compounding date.  Such termination is irrevocable and, at the same
time, is an election to receive payment of the interest semiannually thereafter.  Any interest attributable to periods starting with
the Date of Original Issuance and ending with the effective date of the termination will be paid upon receipt of the written request
to terminate the election.  Farmland shall have the right at any time by notice to the Holder to terminate any obligation to continue
retaining the interest of any Holder.  Such termination shall be effective as of the opening of business on the day following the
first interest compounding date after such notice is mailed to the Holder, and the Holder will be paid all the interest accrued to
the Holder's account on the effective date.

Any Defaulted Interest on any Ten-Year Bond will not be payable to the Holder on the applicable record date but instead may either be
paid to the person in whose name such Ten-Year Bond is registered at the close of business on a special record date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to the Holder of such Ten-Year Bond not less
than ten (10) days prior to such special record date, or may be paid at any time in any other lawful manner, all as more completely
provided in the Subordinated Indenture.  (Section 3.07)

Redemption by Farmland
The Ten-Year Bonds may be redeemed, after two (2) years from the Date of Original Issuance, at the option of Farmland at any time
prior to maturity, on at least fifteen (15) days written notice, at face value plus accrued interest to the date of redemption.  The
Subordinated Indenture permits Farmland to select in any manner at its discretion the bonds to be redeemed. (Section 4.01)

Redemption by the Holder
Farmland will redeem limited amounts of the Ten-Year, Series A Bonds and Series B Bonds prior to maturity at the option of the Holder
as described under the caption "Limited Redemption Prior to Maturity of Subordinated Debenture Bonds" beginning on page 22.


Five-Year, Series C and D

Maturity Date
The maturity date for Subordinated Debenture Bonds, Five-Year, Series C and Five-Year, Series D (referred to in this prospectus
individually as "Series C Bonds" and "Series D Bonds" and collectively as the "Five-Year Bonds") is five (5) years from the Date of
Original Issuance.

Series C Bonds
The Bond Interest Rate for any Series C Bonds issued will be the rate per year stated in the prospectus or prospectus supplement
effective as of the Date of Original Issuance.  The Series C Bonds  will bear interest at the applicable Bond Interest Rate as in
effect on the Date of Original Issuance, but any change of the Bond Interest Rate for later issued Series C Bonds will not affect the
Bond Interest Rate on any Series C Bond for which the full purchase price was received prior to the change.  The Series C Bonds
require a minimum initial investment of $1,000.

Series D Bonds
The Bond Interest Rate for any Series D Bonds issued will be the rate per year stated in the prospectus or prospectus supplement
effective as of the Date of Original Issuance.  The Series D Bonds will bear interest at the applicable Bond Interest Rate as in
effect on the Date of Original Issuance.  Farmland anticipates that the Bond Interest Rate for Series D Bonds on a particular day may
exceed by up to1/4of 1% per year the Bond Interest Rate on such day for any Series C Bond.  Any change of the Bond Interest Rate for
later issued Series D Bonds will not affect the Bond Interest Rate on any Series D Bonds for which the full purchase price was
received prior to the change.  The Series D Bonds require a minimum initial investment of $100,000.

Interest Payments
Interest is payable on the principal of the Five-Year Bonds from the Date of Original Issuance at the election of the purchaser, made
at the time of purchase, in one of the following ways:

1)       semiannually on January 1 and July 1, to Holders of record on the last preceding December 15 and June 15, respectively (or,
     if originally issued between the record date and the payment date, to the Holder on the Date of Original Issuance); or

2)       at maturity or at the date of redemption if redeemed prior to maturity, compounded semiannually, on December 31 and June 30
     at the applicable Bond Interest Rate.

Any election to receive payment of the interest semiannually is irrevocable.  The election to receive payment of the interest at
maturity, or at the date of redemption if redeemed prior to maturity, will be terminated upon written request of the Holder, such
termination to be effective as of the last previous interest compounding date.  Such termination is irrevocable and, at the same
time, is an election to receive payment of the interest semiannually thereafter.  Any interest attributable to periods starting with
the Date of Original Issuance and ending with the effective date of the termination will be paid upon receipt of the written request
to terminate the election.  Farmland shall have the right at any time by notice to the Holder to terminate any obligation to continue
retaining the interest of any Holder.  Such termination shall be effective as of the opening of business on the day following the
first interest compounding date after such notice is mailed to the Holder and the Holder will be paid all the interest accrued to the
Holder's account on the effective date.

Any Defaulted Interest on any Five-Year Bonds will not be payable to the Holder on the applicable record date but instead may either
be paid to the person in whose name such Five-Year Bond is registered at the close of business on a special record date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to the Holder of such Five-Year Bond
not less than ten (10) days prior to such special record date, or may be paid at any time in any other lawful manner, all as more
completely provided in the Subordinated Indenture.  (Section 3.07)

Redemption by Farmland
The Five-Year Bonds may be redeemed, after two (2) years from the Date of Original Issuance, at the option of Farmland at any time
prior to maturity, on at least fifteen (15) days written notice, at face value plus accrued interest to the date of redemption only.
The Subordinated Indenture permits Farmland to select in any manner at its discretion the bonds to be redeemed. (Section 4.01)

Redemption by the Holder
Farmland will redeem, at face amount plus accrued interest to the date of redemption, limited amounts of the Five-Year Bonds prior to
maturity at the option of the Holder as described under the caption "Limited Redemption Prior to Maturity of Subordinated Debenture
Bonds".


Limited Redemption Prior to Maturity of Subordinated Debenture Bonds

1.       Farmland will redeem each month, on a first come, first served basis (as evidenced by the time stamped or otherwise recorded
         as received by Farmland), a limited amount of Ten-Year, Series A, Ten-Year, Series B, Five-Year, Series C and Five-Year,
         Series D Bonds prior to maturity.  To be eligible for redemption, a Ten-Year, Series A or Ten-Year, Series B Bond must have
         been held three (3) years from Date of Original Issuance and a Five-Year, Series C or Five-Year, Series D Bond must have
         been held two (2) years from Date of Original Issuance.  Subject to the carryover discussed below, the aggregate maximum
         amount that Farmland will redeem each month of Ten-Year, Series A Bonds, Ten-Year, Series B Bonds, Five-Year, Series C
         Bonds, Five-Year, Series D Bonds and other subordinated debt that Farmland elects to include in this redemption limit and
         which, in each case, meets the requirements for redemption prior to maturity, will be the greater of:

a)       $1,500,000 or,

b)    1/2 of 1% of the combined total principal balance outstanding of all such Ten-Year Bonds, Five-Year Bonds and other bonds
                  included in this redemption limit as specified above.

         If the amount determined pursuant to the above formula in any month (including any carryover from the prior month) exceeds
         the total amount requested for redemption prior to maturity in that month, such excess is carried over to the next month and
         added to the amount available for redemption prior to maturity in that month.  Any excess, however, will not be carried
         beyond the end of Farmland's fiscal year.

         If any series eligible for early redemption under the above provision has a total balance outstanding of less than
         $5,000,000 at the end of any month, then the subordinated debt securities of that series will be redeemed at the request of
         the Holder without regard to the above dollar limitation.

2.       In addition to the amounts made available for redemption prior to maturity as described in (1) above, redemption will be
         made in the case of death of a Holder of Ten-Year Bonds and Five-Year Bonds upon written request and delivery of
         satisfactory proof of death and other documentation and in accordance with applicable laws.

3.       IRA Redemption

         In addition to the amounts made available for redemption prior to maturity as described in (1) and (2) above, if Ten-Year
         Bonds or Five-Year Bonds are held in an Individual Retirement Account (an "IRA") established under Section 408 of the
         Internal Revenue Code of 1986, as amended (the "IRC"), Farmland will redeem, upon written request, such Ten-Year Bonds and
         Five-Year Bonds to the extent necessary to satisfy mandatory withdrawals from the IRA which are required by the IRC.  Such
         redemption will be made only upon sufficient proof to Farmland that a mandatory withdrawal from the IRA is required.  In
         general, as presently in effect, the IRC requires mandatory withdrawals from an IRA to commence on April 1 following the
         calendar year in which the beneficiary reaches the age of seventy and one-half (70 1/2) years.

4.       The foregoing redemption privileges described in this section are subject to the conditions, as provided under the
         subordination provisions applicable to the Subordinated Debenture Bonds, that Farmland cannot redeem any of the Subordinated
         Debenture Bonds if, at the time of or immediately after giving effect to such redemption, there shall exist under any
         indenture or loan or other agreement pursuant to which any Senior Indebtedness is issued any default or any condition, event
         or act, which with notice or lapse of time, or both, would constitute a default.

         Redemption prior to maturity will be made upon presentation of a bond instruction for eligible Ten-Year Bonds and Five-Year
         Bonds properly endorsed and accompanied by written requests for early redemption to Farmland.  Redemption prior to maturity
         will be made at the face value of the bonds plus accrued interest to the date of redemption.  Amounts available for
         redemption prior to maturity are not set aside in a separate fund.


Ten-Year Monthly Income, Series E and F

Maturity Date
The maturity date for Subordinated Debenture Bonds, Ten-Year Monthly Income, Series E and Ten-Year Monthly Income, Series F (referred
to in this prospectus individually as the "Series E Bonds" and the "Series F Bonds" and collectively as the "Ten-Year Monthly Income
Bonds") is ten (10) years from the Date of Original Issuance.

Bond Interest Rates
The Bond Interest Rate for the Ten-Year Monthly Income Bonds will be determined by Farmland, from time to time.

Series E Bonds
The Bond Interest Rate for any Series E Bonds issued will be the rate per year stated in the prospectus or prospectus supplement
effective as of the Date of Original Issuance.  The Series E Bonds will bear interest at the applicable Bond Interest Rate as in
effect on the Date of Original Issuance, but any change of the Bond Interest Rate for later issued Series E Bonds will not affect the
Bond Interest Rate on any Series E Bond for which the full purchase price was received prior to the change.  Series E Bonds require
an initial minimum investment of $5,000 and subsequent investments require a minimum investment of $1,000.

Series F Bonds
The Bond Interest Rate for any Series F Bonds issued will be the rate per year stated in the prospectus or prospectus supplement
effective as of the Date of Original Issuance.  The Series F Bonds will bear interest at the applicable Bond Interest Rate as in
effect on the Date of Original Issuance.  Farmland anticipates that the Bond Interest Rate for Series F Bonds on a particular day may
exceed by up to1/4of 1% per year the Bond Interest Rate on such day for any Series E Bond.  Any change of the Bond Interest Rate for
later issued Series F Bonds will not affect the Bond Interest Rate on any Series F Bonds for which the full purchase price was
received prior to the change.  Series F Bonds require a minimum initial investment of $100,000.

Interest Payments
Interest on the principal sum is payable monthly on the first day of each month to Holders of record on the last day of the preceding
month, commencing on the first day of the month following the month in which a Ten-Year Monthly Income Bond is issued.

Any Defaulted Interest on any Ten-Year Monthly Income Bonds will not be payable to the Holder on the applicable record date but
instead may either be paid to the person in whose name such Ten-Year Monthly Income Bond is registered at the close of business on a
special record date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to the
Holder of such Ten-Year Monthly Income Bond not less than ten (10) days prior to such special record date, or may be paid at any time
in any other lawful manner, all as more completely provided in the Subordinated Indenture.  (Section 3.07)

Redemption by Farmland
The Ten-Year Monthly Income Bonds cannot be called for redemption by Farmland any time prior to maturity.

Redemption by the Holder
Except as provided in this paragraph, Farmland will not redeem the Ten-Year Monthly Income Bonds prior to maturity upon the request
of the Holder.  Redemptions will be made in the case of death of a Holder of Ten-Year Monthly Income Bonds, upon written request and
delivery of satisfactory proof of death and other documentation and in accordance with applicable laws.  Redemptions prior to
maturity will be made at the face value of the bonds plus accrued interest to the date of redemption only.  Amounts available for
redemption prior to maturity are not set aside in a separate fund. (Section 5.01)

IRA Redemption
The Ten-Year Monthly Income Bonds will not, under any circumstances, be sold to an IRA and an IRA trustee or custodian will not be
permitted to be the registered owner of a Ten-Year Monthly Income Bond.  Therefore, unlike the Ten-Year Bonds and the Five-Year
Bonds, the Ten-Year Monthly Income Bonds do not contain any special redemption rights for the benefit of an IRA or its trustee or
custodian.


Five-Year Monthly Income, Series G and H

Maturity Date
The maturity date for Subordinated Debenture Bonds, Five-Year Monthly Income, Series G and Five-Year Monthly Income, Series H
(referred to individually as the "Series G Bonds" and the "Series H Bonds" and collectively as the "Five-Year Monthly Income Bonds")
is five (5) years from the Date of Original Issuance.

Bond Interest Rates
The interest rates for the Five-Year Monthly Income Bonds will be determined by Farmland, from time to time.

Series G Bonds
The Bond Interest Rate for any Series G Bonds issued will be the rate per year stated in the prospectus or prospectus supplement
effective as of the Date of Original Issuance.  The Series G Bonds will bear interest at the applicable Bond Interest Rate as in
effect on the Date of Original Issuance, but any change of the Bond Interest Rate for later issued Series G Bonds will not affect the
Bond Interest Rate on any Series G Bond for which the full purchase price was received prior to the change.  Series G Bonds require
an initial minimum initial investment of $5,000, and subsequent investments require a minimum investment of $1,000.

Series H Bonds
The Bond Interest Rate for any Series H Bonds issued will be the rate per year stated in the prospectus or prospectus supplement
effective as of the Date of Original Issuance.  The Series H Bonds will bear interest at the applicable Bond Interest Rate as in
effect on the Date of Original Issuance.  Farmland anticipates that the Bond Interest Rate for Series H Bonds on a particular day may
exceed by up to1/4of 1% per year the Bond Interest Rate on such day for any Series G Bond.  Any change of the Bond Interest Rate for
later issued Series H Bonds will not affect the Bond Interest Rate on any Series H Bonds for which the full purchase price was
received prior to the change.  Series H Bonds require a minimum initial investment of $100,000.

Interest Payments
Interest on the principal sum is payable monthly on the first day of each month to Holders of record on the last day of the preceding
month, commencing on the first day of the month following the month in which a Five-Year Monthly Income Bond is issued.

Any Defaulted Interest on any Five-Year Monthly Income Bonds will not be payable to the Holder on the applicable record date but
instead may either be paid to the person in whose name such Five-Year Monthly Income Bond is registered at the close of business on a
special record date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to the
Holder of such Five-Year Monthly Income Bond not less than ten (10) days prior to such special record date, or may be paid at any
time in any other lawful manner, all as more completely provided in the Subordinated Indenture.  (Section 3.07)

Redemption by Farmland
The Five-Year Monthly Income Bonds cannot be called for redemption by Farmland any time prior to maturity.

Redemption by the Holder
Except as provided in this paragraph, Farmland will not redeem the Five-Year Monthly Income Bonds prior to maturity upon the request
of the Holder.  Redemptions will be made in the case of death of a Holder of Five-Year Monthly Income Bonds, upon written request and
delivery of satisfactory proof of death and other documentation and in accordance with applicable laws.  Redemptions prior to
maturity will be made at the face value of the bonds plus accrued interest to the date of redemption only.  Amounts available for
redemption prior to maturity are not set aside in a separate fund. (Section 5.01)

IRA Redemption
The Five-Year Monthly Income Bonds will not, under any circumstances, be sold to an IRA and an IRA trustee or custodian will not be
permitted to be the registered owner of a Five-Year Monthly Income Bond.  Therefore, unlike the Ten-Year Bonds and the Five-Year
Bonds, the Five-Year Monthly Income Bonds do not contain any special redemption rights for the benefit of an IRA or its trustee or
custodian.


Subordination

The payment of the principal of (and premium, if any) and interest on Subordinated Debenture Bonds is, to the extent set forth in the
Subordinated Indenture, subordinated in right of payment to the prior payment in full of all Senior Indebtedness, whether currently
outstanding or subsequently incurred.  "Senior Indebtedness" includes:

a)       the principal of (and premium, if any) and interest on indebtedness of Farmland (other than the indebtedness of Farmland
     with respect to its Subordinated Capital Investment Certificates issued under an indenture dated November 8, 1984; and with
     respect to Subordinated Monthly Income Capital Investment Certificates issued under an indenture dated November 8, 1984, and
     under an indenture dated November 11, 1985; and with respect to its Subordinated Individual Retirement Account Certificates
     issued under an indenture dated November 8, 1984; and with respect to its Subordinated Debenture Bonds issued under an indenture
     dated December 4, 1997) for money borrowed from or guaranteed to banks, trust companies, insurance companies, or pension trusts
     or evidenced by securities issued under the provisions of an indenture or similar instrument between Farmland and a bank or trust
     company other than indebtedness evidenced by instruments which expressly provide that such indebtedness is not superior in right
     of payment to the Debt Securities issued under the Subordinated Indenture;

b)       indebtedness created after the date of the Subordinated Indenture, as to which the instrument creating or evidencing the
     indebtedness provides that such indebtedness is superior in right of payment to Debt Securities issued under the Subordinated
     Indenture; and

c)       the Demand Loan Certificates.

By reason of the subordination provisions of the Subordinated Indenture, no payment on account of principal of (or premium, if any)
or interest on the Subordinated Debenture Bonds shall be made, and no Subordinated Debenture Bonds shall be purchased, either
directly or indirectly, by Farmland or any of its subsidiaries, unless full payment of amounts then due for principal of (and
premium, if any) and interest (including interest on overdue principal and interest, to the extent permitted by law) on Senior
Indebtedness has been made or duly provided for.  In addition, no payment on account of principal of (or premium, if any) or interest
on the Subordinated Debenture Bonds shall be made, and no Subordinated Debenture Bonds shall be purchased, either directly or
indirectly, by Farmland or any of its subsidiaries, if, at the time of such payment or purchase or immediately after giving effect to
such payment or purchase, there shall exist under any Senior Indebtedness or any indenture or agreement pursuant to which any Senior
Indebtedness is issued any default or any condition, event or act, which, with notice or lapse of time, or both, would constitute a
default.

In the event that any Subordinated Debenture Bond is declared due and payable before its stated maturity because of an Event of
Default or upon any other acceleration of payment of the principal of the Subordinated Debenture Bonds because of an Event of Default
and upon any payment or distribution of assets of Farmland to creditors upon any dissolution, winding up, total or partial
liquidation, reorganization, assignment for the benefit of creditors, or other marshaling of assets, whether voluntary or involuntary
or in bankruptcy, insolvency, receivership or other proceedings, all principal of (and premium, if any) and interest (including
interest on overdue principal and interest) due or to become due upon all Senior Indebtedness shall first be paid in full before the
Holders of Subordinated Debenture Bonds, or the Trustee under the Subordinated Indenture, shall be entitled to retain any assets
(other than shares of stock of Farmland as reorganized or readjusted or securities of Farmland or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is subordinated, at least to the same extent as the Subordinated
Debenture Bonds, to the payment of all Senior Indebtedness which at the time may be outstanding, provided that the rights of the
owners of the Senior Indebtedness are not altered by such reorganization or readjustment) so paid or distributed in respect of the
Subordinated Debenture Bonds (for principal, premium, if any, or interest); and upon any such dissolution, winding up, liquidation,
reorganization, assignment or marshaling, any payment or distribution of assets of Farmland, whether in cash, property or securities
(other than as set forth above), to which the Holders of Subordinated Debenture Bonds or the Trustee would otherwise be entitled,
shall be paid by Farmland or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment
or distribution, or by the Holders of Subordinated Debenture Bonds or the Trustee under the Subordinated Indenture if received by
them or it, directly to the owners of Senior Indebtedness (pro rata to each such owner on the basis of the respective amounts of
Senior Indebtedness held by such owner) or their representatives, to the extent necessary to pay all Senior Indebtedness in full,
after giving effect to any concurrent payment or distribution to or for the owners of Senior Indebtedness, before any payment or
distribution is made to the Holders of Subordinated Debenture Bonds or to the Trustee under the Subordinated Indenture.  By reason of
such subordination, in the event of Farmland's insolvency, holders of Senior Indebtedness may receive more, ratably, and Holders of
Subordinated Debenture Bonds may receive less, ratably, than other creditors of Farmland.

In addition,  both the Subordinated  Debenture Bonds and the Demand Loan Certificates are structurally  subordinated to all liabilities
of  Farmland's  subsidiaries.  Any right of Farmland to receive  assets from any  subsidiary  which  liquidates  will be subject to the
claims of such  subsidiary's  creditors.  As a result,  the right of  holders  of the  Subordinated  Debenture  Bonds and  Demand  Loan
Certificates to participate in those assets is subject to the claims of such  subsidiary's  creditors.  Accordingly,  the  Subordinated
Debenture Bonds and the Demand Loan  Certificates are structurally  subordinated to all indebtedness and other  liabilities,  including
trade accounts payable, of our subsidiaries.

The Subordinated Indenture does not limit the amount of Senior Indebtedness that may be issued by Farmland.  As of August 31, 2001:

1)       Farmland had $293.2 million aggregate principal amount of Senior Indebtedness outstanding.  In addition, Senior Indebtedness
     includes obligations for future payments under long-term leases of approximately $249.6 million through December 2004;

2)       Farmland had outstanding $535.4 million aggregate principal amount of subordinated indebtedness; and

3)       Certain of Farmland's subsidiaries had outstanding $272.0 million aggregate principal amount of indebtedness, of which
     $256.5 million was nonrecourse to Farmland or Farmland's other affiliates.

See "Risk Factors--  "The Subordinated Debenture Bonds are contractually subordinate to our Senior Indebtedness; in addition, both
the Subordinated Debenture Bonds and the Demand Loan Certificates are structurally subordinated to the liabilities of our
subsidiaries" beginning on page 6.


Events of Default

Each Indenture provides that the following shall constitute "Events of Default" with respect to any series of Debt Securities issued
(including, as applicable, the Demand Loan Certificates and the Subordinated Debenture Bonds):

a)       failure to pay principal of (or any installment of the principal of) or any premium on any Debt Securities of that series,
     after such principal or premium shall have become due and payable;

b)       failure to pay interest of any Debt Securities of that series for a period of 60 days after such interest shall have become
     due or payable;

c)       certain events of bankruptcy, insolvency or reorganization;

d)       failure to perform any other covenant or agreement contained in the Indenture or in any supplemental indenture or in any
     Debt Security of that series for a period of 90 days following the mailing by the Trustee to Farmland of a written demand that
     such failure be cured, such failure not having been cured in the meantime, and

e)       any other Event of Default established for the series as contemplated by Section 3.01 with respect to Debt Securities of
     that series (the Offered Debt Securities have no additional Events of Default of the type permitted by this clause (e)).

No Event of Default with respect to a particular series of Debt Securities issued under either Indenture necessarily constitutes an
Event of Default with respect to any other series of Debt Securities issued under either Indenture. (Section 8.01)

Each Indenture provides that if an Event of Default specified therein shall occur and be continuing, either the Trustee or the
Holders of at least 50% in aggregate principal amount of the Debt Securities of the affected series then outstanding may declare the
principal amount of the Debt Securities of such series and all interest accrued thereon to be due and payable immediately upon
written notice to farmland.  Notwithstanding the above, in the case of an Event of Default arising from certain events of bankruptcy,
insolvency or reorganization with respect to Farmland, all Debt Securities will become due and payable without further action or
notice. (Section 8.03)

The agreements governing certain of Farmland's outstanding indebtedness contain provisions to the effect that certain Events of
Default under each Indenture would constitute an event of default under such agreements which, among other things, could cause an
acceleration of the indebtedness under those agreements.

Each  Indenture  provides  that if an Event of Default  specified  therein  shall  occur and be  continuing,  either the Trustee or the
Holders of at least 50% in  aggregate  principal  amount of the Debt  Securities  of such  series  then  outstanding  may  declare  the
principal  amount of the Debt  Securities  of such  series and all  interest  accrued  thereon to be due and payable  immediately  upon
written notice to Farmland.  Notwithstanding  the above,  in the case of an Event of Default arising from certain events of bankruptcy,
insolvency or  reorganization  with respect to Farmland,  all Debt  Securities  will become due and payable  without  further action or
notice.  (Section 8.03)

Each Indenture provides that the Trustee shall within 90 days after the occurrence of a default, not including periods of grace, give
the Holders of the affected series notice of all defaults known to it unless such defaults have been cured; provided that, except in
the case of default in the payment of principal of or interest on any of the Debt Securities, the Trustee shall be protected in
withholding such notice if and so long as the Trustee determines that the withholding of such notice is in the interests of such
Holders. (Section 8.02)

Each Indenture provides that the Trustee may sue Farmland in the case of default in payment of the principal of any Debt Security
when the same shall become due and payable, or in the case of a default in the payment of the interest on any Debt Security for any
period of 60 days after such interest shall become due and payable.  (Section 8.04)  Each Indenture further provides that the right
of any Holder to receive payment of the principal of and interest on any Debt Security, or to institute a suit for the enforcement of
such payment, may not be impaired without the consent of such Holder, unless, with regard to overdue interest payments, 75% in
aggregate principal amount of the outstanding Debt Securities of the affected series consent on behalf of the Holders of all the Debt
Securities of the affected series to the postponement of such overdue interest payment. (Sections 8.05 and 8.06).  Each Indenture
also provides that the Holders of not less than a majority in aggregate principal amount of the outstanding Debt Securities of each
series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or to
consent, on behalf of the Holders of all Debt Securities of such series, to the waiver of any past default and its consequences,
except for a default in the payment of principal or interest. (Section 8.06)

Each Indenture requires Farmland to file with the Trustee annually an Officers' Certificate as to the absence of certain defaults
under the terms of the applicable Indenture. (Section 7.05)


Concerning the Trustees

UMB Bank, National Association, Kansas City, Missouri, is the Trustee under the Senior Indenture and Commerce Bank of Kansas City,
National Association, Kansas City, Missouri, is the Trustee under the Subordinated Indenture.  Each Trustee is to perform only the
duties as are specifically set forth in the applicable Indenture and in the case of an Event of Default (which has not been cured) to
exercise such of the rights and powers vested in it by the applicable Indenture.  Each trustee is also required to use the same
degree of care and skill in the exercise of rights and powers as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

Each Trustee, before taking any action under the applicable Indenture, may require that satisfactory indemnity be furnished to it by
the Holders of the Debt Securities or other persons for the reimbursement of all reasonable costs and expenses to which it may be put
and to protect it against all liability which it may incur in or by reason of such action, except liability which is adjudicated to
have resulted from its negligence or willful misconduct.


Consolidation or Merger of or with Farmland

Nothing contained in either Indenture prevents any consolidation or merger of Farmland with or into any other corporation or
corporations (whether or not affiliated with Farmland), or successive consolidations or mergers in which Farmland or its successor or
successors shall be a party or parties, or prevents any sale or conveyance of the property of Farmland as an entirety or
substantially as an entirety to any other corporation (whether or not affiliated with Farmland) authorized to acquire and operate the
same; provided, however, that upon any such consolidation, merger, sale or conveyance, the due and punctual payment of the principal
of and interest on all the Debt Securities (including the Demand Loan Certificates and the Subordinated Debenture Bonds) and the due
and punctual performance and observance of all of the covenants and conditions under each Indenture to be performed or observed by
Farmland, shall be expressly assumed, by supplemental indentures satisfactory in form to the Trustees and executed and delivered to
the Trustees by the corporation formed by such consolidation, or into which Farmland shall have been merged, or by the corporation
which shall have acquired such property.  In case of any such consolidation, merger, sale or conveyance and upon any such assumption
by the successor corporation, such successor corporation shall succeed to and be substituted for Farmland, as if it had been the
signatory to the Indentures. (Sections 13.01, 13.02)


Modification of the Indenture

Each Indenture contains provisions permitting Farmland and the Trustee to enter into one or more supplemental indentures without the
consent of the Holders of any of the Debt Securities issued (including, as applicable, the Demand Loan Certificates and the
Subordinated Debenture Bonds) in order:

a)       to evidence the succession of another corporation to Farmland and the assumption by any such successor of the covenants and
     obligations of Farmland, including the Debt Securities issued and any related interest;

b)       to add to the covenants of Farmland for the benefit of the Holders of all or any series of Debt Securities issued under the
     Indenture (and if such covenants are to be for the benefit of less than all series of Debt Securities, stating that such
     covenants are expressly being included solely for the benefit of such series) or to surrender any right or power conferred upon
     Farmland;

c)       to add any additional Events of Default with respect to all or any series of Debt Securities issued under the Indenture;

d)       to change or eliminate any of the provisions of the Indentures in respect of one or more series of Debt Securities issued
     under the Indenture, provided that any such change or elimination shall become effective only when there are no Debt Securities
     outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such
     provision;

e)       to establish the form or terms of Debt Securities of any series issued under the Indenture;

f)       to evidence and provide for the acceptance of appointment by a successor Trustee with respect to the issued Debt Securities
     and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts by more than one Trustee;

g)       to cure any ambiguity, to correct or supplement any provision in the Indenture which may be inconsistent with any other
     provision in the Indenture or to make any other provisions with respect to matters or questions arising under the Indenture which
     shall not be inconsistent with the provisions of such Indenture, provided such action does not adversely affect in any material
     respect the interests of the Holders of any series issued under the Indenture;

h)       to modify, eliminate or add to the provisions of the Indenture to such extent as shall be necessary to effect the
     qualification of the Indenture under the Trust Indenture Act or under any similar federal statute subsequently enacted, and to
     add to the Indenture such other provisions as may be expressly required under the Trust Indenture Act; or

i)       to enable the issuance of uncertificated Debt Securities and to permit registration, transfer and exchange of Debt
     Securities by book-entry. (Section 12.01)

Each Indenture also contains provisions permitting Farmland and the respective Trustee, with the consent of the Holders of a majority
in aggregate principal amount of the outstanding Debt Securities of each series thereunder and affected by such supplemental
indenture, to execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of such
Indenture or any supplemental indenture or modifying the rights of the Holders of such series, except that, without the consent of
the each Holder so affected, no such supplemental indenture may:

a)       change the stated maturity of the principal of, or premium, if any, on, or any installment of principal of or premium, if
     any, or interest on, any such Debt Security, or reduce the principal amount of the Debt Security, or the interest rate or any
     premium payable upon redemption, or change the manner in which the amount of principal or premium, if any, or interest is
     determined, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity (or, in
     the case of redemption, on or after the redemption date);

b)       reduce the percentage in principal amount of the outstanding Debt Securities of any series, the consent of whose Holders is
     required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with
     certain provisions of each Indenture or of certain defaults hereunder and their consequences) provided for in such Indenture;

c)       change any obligation of Farmland to maintain an office or agency in the places at which Debt Securities may be presented
     for transfer, exchange, redemption and payment, and where notices and demand to or upon Farmland may be served; or

d)       modify the provisions that set forth the provisions in each Indenture that may not be changed without the consent of the
     Holder of each Debt Security affected.

The Subordinated Indenture also provides that certain provisions with respect to the subordination of outstanding Debt Securities may
not be modified in a manner adverse to the Holders without the consent of each Holder of affected outstanding Debt Securities.
(Section 12.02)


Satisfaction, Discharge and Defeasance

Each Indenture provides that it ceases to be of further effect with respect to the Debt Securities of, or within, any series (except
for certain specified surviving obligations, including certain obligations to register, transfer or exchange Debt Securities; and the
rights of Holders of Debt Securities to receive payments of principal and interest upon the stated maturity of the Debt Securities)
upon the satisfaction of certain conditions, including that:

a)       all Debt Securities of such series not previously delivered to the Trustee for cancellation

(1)      have become due and payable,

(2)      will become due and payable at their stated maturity within one year, or

(3)      are to be called for redemption within one year, and

b)       Farmland has irrevocably deposited or caused to be deposited with the Trustee money in an amount sufficient to pay and
     discharge the entire indebtedness on such Debt Securities for principal, premium, if any, and interest to the date of such
     deposit (in the case of Debt Securities which have become due and payable) or to the stated maturity or redemption date, as the
     case may be.  (Section 14.01)

Each Indenture also contains defeasance provisions under which, unless otherwise specified with respect to the Debt Securities of any
series issued under the Indenture, Farmland, at its option:

a)       will be discharged from any and all obligations in respect of the Debt Securities of such series (except with regard to
     certain specified surviving obligations, including

(1)      certain obligations to register, transfer or exchange Debt Securities and

(2)      the rights of Holders of Debt Securities to receive payments of principal and interest upon the stated maturity), or

b)       will not be subject to certain covenants and Events of Default,

in each case, upon the compliance with certain conditions, including the deposit with the relevant Trustee, in trust, of money and/or
Government Obligations which through the payment of interest and principal in accordance with their terms will provide money in an
amount sufficient to pay the principal of, premium, if any, and each installment of interest on such Debt Securities at the maturity
of such payments and any mandatory sinking fund payments applicable to such series on the day on which such payments are due and
payable in accordance with the terms of the applicable Indenture and such Debt Securities. (Sections 14.03, 14.04, 14.05, 14.06)

Tax Consequence of Interest Election

Holders of Demand Loan Certificates and Subordinated Debenture Bonds should be aware that the election to receive interest on the
payment date or to have the interest compounded semi-annually and paid at the date of redemption of the related security will not
affect the reporting of interest for federal income tax purposes.  All interest whether paid on the payment date or left to
accumulate and be paid at the date of redemption of the related security will be credited to the Holder's account on the payment or
compounding date.  All interest credited to the Holder's account will be reported on a Form 1099 INT to the Holder and the Internal
Revenue Service ("IRS") as interest income for the calendar year in which such interest is credited to the Holder's account
regardless of the Holder's method of accounting for federal income tax purposes.  Therefore, a Holder who elects to have interest
paid at the date of redemption of the related security would have taxable income for a year and not receive such interest income in
cash.  However, the Holder could terminate the election to have interest paid at the date of redemption, and on the effective date of
such termination, the Holder would receive payment of all interest accumulated through the date of termination.

Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

Farmland is including the following cautionary statement in this prospectus to make applicable and take advantage of the "Safe
Harbor" provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statement made by, or on behalf of,
Farmland.  The factors identified in this cautionary statement are important factors (but not necessarily all important factors) that
could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of,
Farmland.  Where any such forward-looking statement includes a statement of the assumptions or basis underlying the forward-looking
statement, Farmland cautions that, while it believes the assumptions or basis to be reasonable and makes them in good faith, the
assumed facts or basis almost always vary from actual results and the differences between the assumed facts or basis and actual
results can be material, depending upon the circumstances.  Where, in any forward-looking statement, Farmland, or its management,
expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a
reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or
accomplished.  Such forward looking statements include, without limitation, statements regarding the ability to repay principal and
interest on our debt securities from continuing operations and the use of proceeds from the offering.  Discussion containing these
forward-looking statements is found in the material set forth under "Risk Factors" and "Use of Proceeds", as well as within this
prospectus generally.

Taking into account the foregoing, the following are identified as important factors that could cause actual results to differ
materially from those expressed in any forward-looking statement made by, or on behalf of, Farmland

1.       Weather patterns (flood, drought, frost, etc.) or crop failure.

2.       Federal or state regulations regarding agricultural programs and production efficiencies.

3.       Federal or state regulations regarding the amounts of fertilizer and other chemical applications used by farmers.

4.       Factors affecting the export of United States agricultural products (including foreign trade and monetary policies, laws and
     regulations, political and governmental changes, inflation and exchange rates, taxes, operating conditions and world demand).

5.       Factors affecting supply, demand and price of crude oil, refined fuels, natural gas and other commodities.

6.       Regulatory delays and other unforeseeable obstacles beyond our control that may affect growth strategies through
     unification, acquisitions and investments in ventures.

7.       Competitors in various segments which may be larger than Farmland, offer more varied products or possess greater resources.

8.       Technological changes that are more difficult or expensive to implement than anticipated.

9.       Unusual or unexpected events such as, among other things, litigation settlements, adverse rulings or judgments and
     environmental remediation costs in excess of amounts accrued.

10.      Material adverse changes in financial, banking or capital markets.

11.      Federal or state regulations regarding environmental matters.

12.      Terrorist attacks which have disrupted the financial and credit markets and have negatively impacted the United States
     economy and other economies.


LEGAL MATTERS

Robert B. Terry, Executive Vice President, General Counsel and Corporate Secretary of Farmland, has given an opinion upon the
legality of the Offered Debt Securities.


EXPERTS

The Consolidated Financial Statements of Farmland as of August 31, 2000 and 2001 and for each of the years in the three-year period
ended August 31, 2001 are incorporated by reference in this prospectus and have been incorporated in reliance upon the report of KPMG
LLP, independent certified public accountants, upon the authority of such firm as experts in accounting and auditing.


QUALIFIED INDEPENDENT UNDERWRITER

First Union Securities, Inc., a member of the NASD, has participated as a qualified independent underwriter in the "due diligence"
review with respect to the preparation of this prospectus.  See "Plan of Distribution", beginning on page 11, regarding the exception
from pricing by the qualified independent underwriter.





Exhibit No.                               Description of Exhibits

                                                                PART II

                                                INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.       Other Expenses of Issuance and Distribution.

The expenses (excluding commissions) to be incurred in connection with the issuance and distribution of the securities to be offered
are estimated as follows and will be borne by Farmland:

                                                         Estimated
Item                                                      Expense
Federal and state registration fees...............     $     163,000
State taxes and fees..............................             7,000
Printing and engraving............................            92,000
Accounting and legal..............................            20,000
Trustee fee.......................................            54,000
Advertising and administration....................         1,196,000
                                                       $   1,532,000

Item 15.       Indemnification of Directors and Officers

Section 6002(b) of Chapter 17 of the Kansas Statutes, permits the following provision to be included in the articles of incorporation
of Farmland:
         a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders,
         policyholders or members for monetary damages for breach of fiduciary duty as a director, provided that such
         provision shall not eliminate or limit the liability of a director (A) for any breach of the director's duty of
         loyalty to the corporation or its stockholders, policyholders or members, (B) for acts or omissions not in good
         faith or which involve intentional misconduct or a knowing violation of law, (C) under the provision of K.S.A.
         17-6424, and amendments thereto, or (D) for any transaction from which the director derived an improper personal
         benefit.  No such provision shall eliminate or limit the liability of a director for any act or omission occurring
         prior to the date when such provision becomes effective.  All references in this subsection to a director shall be
         deemed also to refer to a member of the governing body of a corporation which is not authorized to issue capital
         stock.

Section 6002(c) provides that "It shall not be necessary to set forth in the articles of incorporation any of the powers conferred on
corporations by this act."

Article VII of the Articles of Incorporation of Farmland reads as follows:

                                            ARTICLE VII - Indemnification

Section 1.     Indemnification.  The Association may agree to the terms and conditions upon which any director, officer,
        employee or agent accepts his office or position and in its bylaws, by contract or in any other manner may agree to
        indemnify and protect any director, officer, employee or agent of the Association, or any person who serves at the
        request of the Association as a director, officer, employee or agent of another corporation, partnership, joint
        venture, trust or other enterprise, to the fullest extent permitted by the laws of the State of Kansas.

Section 2.     Limitation of Liability.  Without limiting the generality of the foregoing provisions of this ARTICLE VII, to
        the fullest extent permitted or authorized by the laws of the State of Kansas, including, without limitation, the
        provisions of subsection (b)(8) of Kan. Stat. Ann. Sec. 17-6002 (1981) as now in effect and as it may from time to time
        hereafter be amended, no person who is currently or shall hereinafter become a director of the Association shall have
        personal liability to the Association for monetary damages for breach of fiduciary duty as a director for any act or
        omission occurring subsequent to the date this provision becomes effective.  If the Kansas General Corporation Code is
        amended after approval of this provision by the shareholders of the Association, to authorize corporate action further
        limiting or eliminating the personal liability of directors, then the liability of a director of the Association shall
        be limited or eliminated to the fullest extent permitted by the Kansas General Corporation Code, as so amended.

Item 16.       Exhibits, Financial Statement Schedules

(A)     Exhibits

The following exhibits are filed as a part of this Form S-2 Registration Statement.  Certain of these exhibits are incorporated by
reference.  Items marked with an asterisk (*) are filed with this registration statement.


Exhibit No.                        Description of Exhibits

     1.           Underwriting Agreement between Farmland Industries, Inc. and Farmland Securities Company, dated December 6, 1989
                  (Incorporated by Reference - Form S-1, No. 33-56821, filed December 12, 1994)

     1.A          Amendment, dated December 5, 1994, to the agreement, dated December 6, 1989 between Farmland Industries, Inc. and
                  Farmland Securities Company  (Incorporated by Reference - Form S-1, No. 33-56821, filed December 12, 1994)

     2.B          Master Lease between Farmland Industries, Inc. and ADM/Farmland, Inc., and Archer Daniels Midland Company, dated May
                  4, 2001 (Incorporated by Reference - Form 8-K, filed May 21, 2001)

             Instruments Defining the Rights of Security Holders, including Indentures**:

     4.(i)A       Form of Trust Indenture with UMB Bank, National Association, providing for issuance of unsubordinated debt
                  securities, including form of Demand Loan Certificates  (Incorporated by Reference - Form S-1, No. 33-40759,
                  effective December 31, 1997)

     4.(i)B       Form of Trust Indenture with Commerce Bank, National Association, providing for issuance of Subordinated Debenture
                  Bonds, including forms of Ten-Year Bond, Series A, Ten-Year Bond, Series B, Five-Year Bond, Series C, Five-Year
                  Bond, Series D, Ten-Year Monthly Income Bond, Series E, Ten-Year Monthly Income Bond, Series F, Five-Year Monthly
                  Income Bond, Series G and Five-Year Monthly Income Bond, Series H  (Incorporated by Reference - Form  S-1, No.
                  33-40759, effective December 31, 1997)

  *  4.(i)C       Form of receipt, for issuance of Demand Loan Certificates in uncertificated form

  *  4.(i)D       Form of receipt, for issuance of Ten-Year Bond, Series A, Ten-Year Bond, Series B, in uncertificated form

  *  4.(i)E       Five-Year Bond, Series C, Five-Year Bond, Series D, in uncertificated form

  *  4.(i)F       Ten-Year Monthly Income Bond, Series E, Ten-Year Monthly Income Bond, Series F, Five-Year Monthly Income Bond,
                  Series G and Five-Year Monthly Income Bond, Series H, in uncertificated form

     4.(i)G       Certificate of Designation for a Series of Preferred Shares Designated as 8% Series A Cumulative Redeemable
                  Preferred Shares, dated December 19, 1997  (Incorporated by Reference - Form S-2, filed April 3, 1998)

     4.(ii)A      Syndicated Credit Facility between Farmland Industries, Inc. and various banks dated May 10, 2000  (Incorporated by
                  Reference - Form 10-Q, filed July 17, 2000)

     4.(ii)B      Second Amendment to Credit Agreement dated April 12, 2001 (Incorporated by Reference - Form 10-Q, filed April 16,
                  2001)

     4.(ii)C      Third Amendment to Syndicated Credit Agreement Facility, between Farmland Industries, Inc. and various banks, dated
                  November 9, 2001 (Incorporated by Reference - Form 10-K, filed November 20, 2001)

  *  5            Opinion of Robert B. Terry, Executive Vice President, General Counsel and Corporate Secretary of Farmland
                  Industries, Inc. re Legality

             Material Contracts:

             Management Remunerative Plans:

    10.(iii)A     Employee Variable Compensation Plan (September 1, 2001 - August 31, 2002) (Incorporated by Reference - Form 10-K,
                  filed November 20, 2001)

    10.(iii)B     Board of Directors Insurance (Incorporated by Reference - Form 10-K, filed
                  November 22, 2000)

    10.(iii)C     Farmland Industries, Inc. Supplemental Executive Retirement Plan (As Amended and Restated Effective September 1,
                  1999) (Incorporated by Reference - Form 10-K, filed November 19, 1999)

    10.(iii)C(1)  Resolution Approving the Revision of Appendix A and Appendix A (Incorporated by Reference - Form 10-K, filed
                  November 27, 1996)

    10.(iii)D     Farmland Industries, Inc. Executive Deferred Compensation Plan (As Amended and Restated Effective November 1, 1996)
                  (Incorporated by Reference - Form 10-K, filed November 27, 1996)

    10.(iii)E     Employment agreement between Farmland and Mr. Robert W. Honse, dated August 1, 2000 (Incorporated by Reference -
                  Form 10-K, filed November 22, 2000)

    10.(iii)F     Employment agreement between Farmland and Mr. William Fielding, dated January 31, 2000 (Incorporated by Reference -
                  Form 10-Q, filed April 14, 2000)

    10.(iii)G     Summary of severance and retention bonus plan for certain management employees of Farmland, dated June 7, 1999
                  (Incorporated by Reference - Form 10-Q, filed July 14, 1999)

    10.(iii)H     Employment agreement between Farmland and Mr. Robert Terry, dated December 1, 2000 (Incorporated by Reference - Form
                  10-Q, filed April 16, 2001)

    10.(iii)I     Employment agreement between Farmland and Mr. John Berardi, dated April 6, 2001 (Incorporated by Reference - Form
                  10-Q, filed April 16, 2001)

    10.(iii)J     Long Term Incentive Plan dated February 22, 2001 (Incorporated by Reference - Form 10-Q, filed April 16, 2001)

  * 12            Computation of Ratios

  * 23.A          Independent Auditors' Consent

  * 23.B          Consent of Qualified Independent Underwriter

  * 23.C          Consent of Robert B. Terry, Executive Vice President, General Counsel and Corporate Secretary of Farmland
                  Industries, Inc. (Included in Exhibit 5)

  * 24            Power of Attorney

  * 25.A          Statement of Eligibility of Trustee and Qualification of UMB Bank, National Association, as Trustee, Form T-1

  * 25.B          Statement of Eligibility of Trustee and Qualification of Commerce Bank, National Association, as Trustee, Form T-1

*  Filed with this registration statement.

**  Long-term debt instruments pursuant to which the debt issuable thereunder does not exceed 10% of Farmland's total assets have not
been filed.  At the Commission's request, we agree to furnish a copy of such instruments or agreements.









(B)     Financial Statement Schedules

All schedules are omitted as the required information is inapplicable or the information is presented in the Consolidated Financial
Statements or related notes incorporated herein by reference to Form 10-K filed November 20, 2001.

Item 17.       Undertakings

The undersigned registrant hereby undertakes:

        (a)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
               statement:

               (i)    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or events arising after the effective date of the
                      registration statement (or the most recent post-effective amendment thereof) which, individually
                      or in the aggregate, represent a fundamental change in the information set forth in the
                      registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of
                      securities offered (if the total dollar value of securities offered would not exceed that which
                      was registered) and any deviation from the low or high end of the estimated maximum offering range
                      may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
                      (Section 230.424(b)) if, in the aggregate, the changes in volume and price represent no more than
                      a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration
                      Fee" table in the effective Registration Statement;

               (iii)  To include any material information with respect to the plan of distribution not previously
                      disclosed in the registration statement or any material change to such information in the
                      registration statement;

        (b)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment
               shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain
               unsold at the termination of the offering.

        (d)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors,
               officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant
               has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
               policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against
               such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or
               controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such
               director, officer or controlling person in connection with the securities being registered, the registrant will, unless
               in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
               jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will
               be governed by the final adjudication of such issue.


                                                     SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Farmland Industries, Inc. certifies that is has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-2 and has duly caused this registration statement on Form S-2 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri on November 27,
2001.

                                                     FARMLAND INDUSTRIES, INC.


                                                     By               /s/  JOHN F. BERARDI
                                                                         John F. Berardi
                                                                  Executive Vice President and
                                                                     Chief Financial Officer


                                                     By               /s/  ROBERT B. TERRY
                                                                         Robert B. Terry
                                                         Executive Vice President, General Counsel and
                                                                      Corporate Secretary


Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.






                 Signature                                           Title                       Date

                 Signature                                           Title                       Date


                             *                             Chairman of Board              November 27, 2001
                     Albert J. Shivley                       and Director

                             *                            Vice Chairman of Board          November 27, 2001
                        Jody Bezner                       Vice President and Director

                             *                                 Director                   November 27, 2001
                    Lyman L. Adams, Jr.

                             *                                 Director                   November 27, 2001
                    Ronald J. Amundson

                             *                                 Director                   November 27, 2001
                    Baxter Ankerstjerne

                             *                                 Director                   November 27, 2001

                             *                                 Director                   November 27, 2001
                      Larry Dahlsten

                             *                                 Director                   November 27, 2001
                       Steven Erdman

                             *                                 Director                   November 27, 2001
                    Harry Fehrenbacher

                             *                                 Director                   November 27, 2001
                       Donald Gales

                             *                                 Director                   November 27, 2001
                       Warren Gerdes

                             *                                 Director                   November 27, 2001
                     Thomas H. Gist

                             *                                 Director                   November 27, 2001
                       Ben Griffith

                             *                                 Director                   November 27, 2001
                       Barry Jensen

                             *                                 Director                   November 27, 2001
                        Ron Jurgens

                             *                                 Director                   November 27, 2001
                    William F. Kuhlman

                             *                                 Director                   November 27, 2001
                       Greg Pfenning

                             *                                 Director                   November 27, 2001
                       Monte Romohr

                             *                                 Director                   November 27, 2001
                        Joe Royster

                             *                                 Director                   November 27, 2001
                      E. Kent Stamper

                             *                                 Director                   November 27, 2001
                       Eli F. Vaughn

                             *                                 Director                   November 27, 2001
                       Frank Wilson



                   /s/  ROBERT W. HONSE                         President and             November 27, 2001
                      Robert W. Honse                      Chief Executive Officer

                   /s/  JOHN F. BERARDI                   Executive Vice President        November 27, 2001
                      John F. Berardi                     and Chief Financial Officer
                                                          (Principal Financial Officer)

                   /s/  STEVEN R. RHODES                      Vice President and          November 27, 2001
                     Steven R. Rhodes                             Controller
                                                          (Principal Accounting Officer)




*BY /s/  JOHN F. BERARDI
                      John F. Berardi
                    Attorney-In-Fact









Exhibit No.                        Description of Exhibits

     1.           Underwriting Agreement between Farmland Industries, Inc. and Farmland Securities Company, dated December 6, 1989
                  (Incorporated by Reference - Form S-1, No. 33-56821, filed December 12, 1994)

     1.A          Amendment, dated December 5, 1994, to the agreement, dated December 6, 1989 between Farmland Industries, Inc. and
                  Farmland Securities Company  (Incorporated by Reference - Form S-1, No. 33-56821, filed December 12, 1994)

     2.B          Master Lease between Farmland Industries, Inc. and ADM/Farmland, Inc., and Archer Daniels Midland Company, dated May
                  4, 2001 (Incorporated by Reference - Form 8-K, filed May 21, 2001)

             Instruments Defining the Rights of Security Holders, including Indentures**:

     4.(i)A       Form of Trust Indenture with UMB Bank, National Association, providing for issuance of unsubordinated debt
                  securities, including form of Demand Loan Certificates  (Incorporated by Reference - Form S-1, No. 33-40759,
                  effective December 31, 1997)

     4.(i)B       Form of Trust Indenture with Commerce Bank, National Association, providing for issuance of Subordinated Debenture
                  Bonds, including forms of Ten-Year Bond, Series A, Ten-Year Bond, Series B, Five-Year Bond, Series C, Five-Year
                  Bond, Series D, Ten-Year Monthly Income Bond, Series E, Ten-Year Monthly Income Bond, Series F, Five-Year Monthly
                  Income Bond, Series G and Five-Year Monthly Income Bond, Series H  (Incorporated by Reference - Form  S-1, No.
                  33-40759, effective December 31, 1997)

  *  4.(i)C       Form of receipt, for issuance of Demand Loan Certificates in uncertificated form

  *  4.(i)D       Form of receipt, for issuance of Ten-Year Bond, Series A, Ten-Year Bond, Series B, in uncertificated form

  *  4.(i)E       Five-Year Bond, Series C, Five-Year Bond, Series D, in uncertificated form

  *  4.(i)F       Ten-Year Monthly Income Bond, Series E, Ten-Year Monthly Income Bond, Series F, Five-Year Monthly Income Bond,
                  Series G and Five-Year Monthly Income Bond, Series H, in uncertificated form

     4.(i)G       Certificate of Designation for a Series of Preferred Shares Designated as 8% Series A Cumulative Redeemable
                  Preferred Shares, dated December 19, 1997  (Incorporated by Reference - Form S-2, filed April 3, 1998)

     4.(ii)A      Syndicated Credit Facility between Farmland Industries, Inc. and various banks dated May 10, 2000  (Incorporated by
                  Reference - Form 10-Q, filed July 17, 2000)

     4.(ii)B      Second Amendment to Credit Agreement dated April 12, 2001 (Incorporated by Reference - Form 10-Q, filed April 16,
                  2001)

     4.(ii)C      Third Amendment to Syndicated Credit Agreement Facility, between Farmland Industries, Inc. and various banks, dated
                  November 9, 2001 (Incorporated by Reference - Form 10-K, filed November 20, 2001)

  *  5            Opinion of Robert B. Terry, Executive Vice President, General Counsel and Corporate Secretary of Farmland
                  Industries, Inc. re Legality

             Material Contracts:

             Management Remunerative Plans:

    10.(iii)A     Employee Variable Compensation Plan (September 1, 2001 - August 31, 2002) (Incorporated by Reference - Form 10-K,
                  filed November 20, 2001)

    10.(iii)B     Board of Directors Insurance (Incorporated by Reference - Form 10-K, filed
                  November 22, 2000)

    10.(iii)C     Farmland Industries, Inc. Supplemental Executive Retirement Plan (As Amended and Restated Effective September 1,
                  1999) (Incorporated by Reference - Form 10-K, filed November 19, 1999)

    10.(iii)C(1)  Resolution Approving the Revision of Appendix A and Appendix A (Incorporated by Reference - Form 10-K, filed
                  November 27, 1996)

    10.(iii)D     Farmland Industries, Inc. Executive Deferred Compensation Plan (As Amended and Restated Effective November 1, 1996)
                  (Incorporated by Reference - Form 10-K, filed November 27, 1996)

    10.(iii)E     Employment agreement between Farmland and Mr. Robert W. Honse, dated August 1, 2000 (Incorporated by Reference -
                  Form 10-K, filed November 22, 2000)

    10.(iii)F     Employment agreement between Farmland and Mr. William Fielding, dated January 31, 2000 (Incorporated by Reference -
                  Form 10-Q, filed April 14, 2000)

    10.(iii)G     Summary of severance and retention bonus plan for certain management employees of Farmland, dated June 7, 1999
                  (Incorporated by Reference - Form 10-Q, filed July 14, 1999)

    10.(iii)H     Employment agreement between Farmland and Mr. Robert Terry, dated December 1, 2000 (Incorporated by Reference - Form
                  10-Q, filed April 16, 2001)

    10.(iii)I     Employment agreement between Farmland and Mr. John Berardi, dated April 6, 2001 (Incorporated by Reference - Form
                  10-Q, filed April 16, 2001)

    10.(iii)J     Long Term Incentive Plan dated February 22, 2001 (Incorporated by Reference - Form 10-Q, filed April 16, 2001)

  * 12            Computation of Ratios

  * 23.A          Independent Auditors' Consent

  * 23.B          Consent of Qualified Independent Underwriter

  * 23.C          Consent of Robert B. Terry, Executive Vice President, General Counsel and Corporate Secretary of Farmland
                  Industries, Inc. (Included in Exhibit 5)

  * 24            Power of Attorney

  * 25.A          Statement of Eligibility of Trustee and Qualification of UMB Bank, National Association, as Trustee, Form T-1

  * 25.B          Statement of Eligibility of Trustee and Qualification of Commerce Bank, National Association, as Trustee, Form T-1

*  Filed with this registration statement.

EX-4

                                  EXHIBIT 4(i)C

  FARMLAND INDUSTRIES, INC
  12200 NORTH AMBASSADOR DRIVE
  KANSAS CITY, MO  641631244

                                                           DEMAND LOAN RECEIPT
  Description of Bond

  ACCOUNT NUMBER:
  NAME OF OWNER
  PRINCIPAL AMOUNT:                                          ISSUE DATE:
  BOND TYPE:                   BOND NUMBER:

  INTEREST RATE:                                          MATURITY DATE:
  TOD/POD:
  Preface

This Demand Loan Receipt sets forth certain  terms and  conditions of the Demand
Loan as might  be  contained  in a  certificate  for the  Demand  Loan.  For the
convenience  and  protection of the Holder and Farmland  Industries,  Inc.,  the
Demand Loan is being  issued only in book entry form on the books and records of
Farmland, to which further reference is made. The Demand Loan is no longer being
issued  in   certificated   form.   Farmland   retains   the  same   duties  and
responsibilities  to pay principal and interest to the Holder of the Demand Loan
without a certificate being issued.

This  Receipt is not a  certificate  for any  security.  The Receipt  confers no
rights,  interests,  obligations,  duties,  responsibilities or otherwise on any
party,  and  acts  only  as a  memorandum  of  the  uncertificated  Demand  Loan
referenced  above. This Receipt is not a negotiable  instrument,  and the Demand
Loan  referenced is subject to all  provisions  of law regarding  uncertificated
securities.

Terms and Conditions

Farmland is obligated to pay to the Holder named above or registered  assigns as
indicated on its books and records (the  "Holder"),  the principal  amount shown
above in such coin or currency of the United States of America as at the time of
payment shall be legal tender for payment of public and private debt, and to pay
interest per annum from the date of issuance  (the "Date of Original  Issuance")
until date of  redemption  on said  principal sum at the interest rate per annum
(the "Demand Loan Interest Rate") as described  herein,  unless this Demand Loan
is redeemed within a one (1) month period by a member cooperative of Farmland or
within a six (6) month period by any other Holder, in which case the Demand Loan
shall bear  interest at a demand rate 2% below the Demand  Loan  Interest  Rate.
Such interest payments are to be made in one of the following ways at the option
of the  purchaser  made  at the  time  of  purchase  and  irrevocable  as to the
purchaser: (i) six (6) months after the Date of Original Issuance and at the end
of each  and  every  six (6)  month  period  thereafter  until  surrendered  for
redemption,  or (ii) only at the date of redemption  compounded  semiannually at
the Demand Loan  Interest  Rate.  In addition,  to the extent  permitted by law,
Farmland shall pay interest on overdue  interest at the  applicable  Demand Loan
Interest Rate.

Farmland does not have a right to call any outstanding Demand Loans for
redemption at any time.

This Demand Loan is one of a duly  authorized  issue of Demand Loans of Farmland
designated as its Demand Loans (herein referred to as the "Demand Loans"), to be
issued in  amounts  of $1,000 or more.  The  Demand  Loan  Interest  Rate is the
interest  rate  for the  Demand  Loans as  determined,  from  time to  time,  by
Farmland.  Except as hereinafter provided,  each Demand Loan shall earn interest
at the Demand Loan Interest  Rate in effect on the Date of Original  Issuance of
the Demand Loan for a period of six (6) months only; provided,  however, that if
during such six (6) month period the Demand Loan Interest Rate is increased to a
rate higher than that currently in effect for this Demand Loan, then this Demand
Loan shall earn  interest at the increased  rate from the effective  date of the
increase to the end of such Demand Loan's then current six (6) month period. Six
(6) months from the Date of Original  Issue of this Demand Loan and each six (6)
month anniversary date thereafter, this Demand Loan shall, if not redeemed, earn
interest at the Demand Loan  Interest Rate in effect on such  anniversary  date,
but only for a six (6) month period from such anniversary  date,  subject to the
escalation  provisions  previously  set  forth.  A decrease  in the Demand  Loan
Interest  Rate  will  have no  effect on any  Demand  Loan  issued  prior to the
decrease  until the first day of the next  subsequent  six month  period of such
outstanding  Demand  Loan.  The  Demand  Loans may be  redeemed,  at the  unpaid
principal  amount plus interest on the date of redemption,  at the option of the
Holder,  at any time.  If redeemed by a Farmland  member  cooperative  purchaser
during a one (1)  month  period or by any  other  Holder  during a six (6) month
period  immediately  following  the Date of Original  Issuance,  the Demand Loan
shall bear  interest  from Date of Original  Issuance to date of redemption at a
demand rate 2% below the Demand Loan  Interest  Rate.  Interest on the principal
amount of the Demand Loan is payable in one of the following  ways at the option
of the  purchaser,  made  at the  time of  purchase  and  irrevocable  as to the
purchaser: (i) six (6) months after the Date of Original Issuance and at the end
of each and every six (6) month  period  thereafter  until this  Demand  Loan is
surrendered  for redemption,  or (ii) only at the date of redemption  compounded
semiannually at the effective Demand Loan Interest Rate. Farmland shall have the
right at any time by  notice  to the  Holder  to  terminate  any  obligation  to
continue  retaining  the interest of any Holder  pursuant to a Holder's  option,
which  termination  shall be  effective as of the opening of business on the day
following the first interest compounding date after such notice is mailed to the
Holder and the Holder will be paid all the interest in the  Holder's  account on
the effective date.

The Demand Loan is one of a duly  authorized  issue of  securities  (hereinafter
called the  "Securities") of Farmland issued and to be issued under an Indenture
dated as of December 4, 1997 (herein called the  "Indenture")  between  Farmland
and UMB Bank, National  Association,  Kansas City, Missouri,  as Trustee (herein
called the  "Trustee",  which term  includes  any  successor  trustee  under the
Indenture),  to which the Indenture and all indentures  supplemental thereto and
the Officers'  Certificate (as defined in the Indenture) setting forth the terms
of this series of  Securities  reference  is hereby made for a statement  of the
respective  rights,  limitation of rights,  duties and immunities  thereunder of
Farmland,  the Trustee and the Holders and the terms upon which the Demand Loans
are, and are to be, issued.  This Demand Loan is one of the series of securities
designated  as Demand  Loans.  The  Demand  Loans may bear  different  dates and
interest rates, and may otherwise vary.

Any interest which is payable,  but is not punctually paid or duly provided for,
on any interest  payment date and, to the extent  permitted by law,  interest on
such defaulted interest at the then applicable interest rate born by this Demand
Loan (such  defaulted  interest and interest  thereon herein  collectively  call
"Defaulted  Interest")  will not be  payable  to the  Holder  on the  applicable
payment  date;  and such  Defaulted  Interest  may be paid by  Farmland,  at its
election in each case, in the time and manner as provided for in the Indenture.

Payment of the principal of,  premium,  if any, and interest on this Demand Loan
will be made at the  office or  agency of  Farmland  in Kansas  City,  Missouri;
provided, however, that at the option of Farmland payment of interest other than
interest  paid at maturity,  redemption or repayment may be made by check mailed
to the address of the person  entitled  thereto as such address  shall appear in
the  Register or by  electronic  funds  transfer or similar  means to an account
maintained by the person entitled thereto as specified in the Register.

If an Event of Default (as defined in the Indenture)  with respect to the Demand
Loans shall occur and be continuing, the Trustee or the Holders of not less than
a majority in principal  amount of the outstanding  Demand Loans may declare the
principal of and accrued  interest on all of the Demand Loans due and payable in
the manner and with the effect and  subject to the  conditions  provided  in the
Indenture.  Upon certain events of bankruptcy,  insolvency or  reorganization of
Farmland,  the principal  and accrued  interest on all of the Demand Loans shall
become due and payable without any declaration by the Trustee or the Holders.

The Indenture contains  provisions  permitting Farmland and the Trustee to enter
into one or more supplemental  indentures under certain  situations  without the
consent of the Holders of any of the Demand Loans. The Indenture  permits,  with
certain   exceptions  as  therein  provided,   the  amendment  thereof  and  the
modifications  of the rights and  obligations  of Farmland and the rights of the
Holders of the  Securities  of each series under the Indenture to be affected at
any time by  Farmland  and the  Trustee  with the  consent  of the  Holders of a
majority in aggregate principal amount of the Outstanding Securities (as defined
in the Indenture) of each series affected  thereby.  The Indenture also contains
provisions   permitting  the  Holders  of  specified  percentages  in  aggregate
principal  amount  of the  Outstanding  Securities  of  each  series  under  the
Indenture,  on behalf of the Holders of all Securities of such series,  to waive
compliance by Farmland with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences.  Any such consent or waiver
by the  Holder of the Demand  Loan shall be  conclusive  and  binding  upon such
Holder and upon all future  Holders  of the Demand  Loan and of any Demand  Loan
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notice is given to future Holders.

No reference  herein to the Indenture and no provision of this Demand Loan or of
the  Indenture  shall  alter or impair  the  obligation  of  Farmland,  which is
absolute and  unconditional,  to pay the principal of and interest on the Demand
Loan at the  times,  places,  and  rate,  and in the  coin or  currency,  herein
prescribed.

As provided in the  Indenture,  and subject to certain  limitations  therein set
forth,  the transfer of this Demand Loan may be  registered on the Register upon
submission of a written  instrument of transfer in form satisfactory to Farmland
duly  executed by the Holder or by his attorney  duly  authorized in writing for
registration  of transfer at the office or agency of  Farmland,  in Kansas City,
Missouri,  and  thereupon one or more new Demand Loans of this series having the
same terms as this Demand Loan,  of  authorized  denominations,  having the same
terms and conditions and for the same aggregate principal amount, will be issued
on  the  books  and  records  of  Farmland  to  the  designated   transferee  or
transferees.

The Demand Loans are issuable only in  uncertificated  form,  without coupons in
minimum denominations of not less than $1,000.

No service charge will be made for any such registration of transfer or exchange
of the Demand  Loan,  but Farmland may require  payment of a sum  sufficient  to
cover any tax or other  governmental  charge  that may be imposed in  connection
therewith.

Farmland,  the  Trustee  and any agent of  Farmland or the Trustee may treat the
person in whose name this Demand Loan is  registered on its books and records as
the Holder hereof for all purposes,  whether or not this Demand Loan is overdue,
and neither Farmland, the Trustee nor any such agent shall be affected by notice
to the contrary.

All terms used in this Demand Loan which are defined in the Indenture shall have
the meanings  designated  to them in the  Indenture  and all  references  in the
Indenture to  "Security" or  "Securities"  shall be deemed to include the Demand
Loans.

EX-4

                                     EXHITIB 4.(I)D
  FARMLAND INDUSTRIES, INC
  12200 NORTH AMBASSADOR DRIVE
  KANSAS CITY, MO  641631244
                                                                      BOND RECEIPT      SUBORDINATED DEBENTURE BOND        TEN-YEAR ,
SERIES
  Description of Bond

  ACCOUNT NUMBER:

  NAME OF OWNER:
  PRINCIPAL AMOUNT:                                                         ISSUE DATE:
  BOND TYPE:                  BOND NUMBER:
  INTEREST RATE:                                                            MATURITY DATE:
  TOD/POD:

  Preface

          This Bond Receipt sets forth certain terms and  conditions of the Bond
     as might be contained in a certificate  for the Bond.  For the  convenience
     and   protection  of  both  the  Holder  and  Farmland   Industries,   Inc.
     ("Farmland"), the Bond is being issued only in book entry form on the books
     and records of Farmland. The Bond is no longer being issued in certificated
     form.  Farmland  retains  the  same  duties  and  responsibilities  to  pay
     principal  and  interest  to the Holder of the Bond  without a  certificate
     being  issued.  This Receipt is not a  certificate  for any  security.  The
     Receipt    confers   no    rights,    interests,    obligations,    duties,
     responsibilities,  or otherwise on any party, and acts only as a memorandum
     of  the  uncertificated  Bond  referenced  above.  This  Receipt  is  not a
     negotiable instrument, and the Bond referenced is subject to all provisions
     of law regarding uncertificated securities.

     Terms and Conditions

          Farmland is obligated  to pay to the Holder named above or  registered
     assigns as indicated on its books and records (the "Holder"), the principal
     amount  shown above on the Maturity  Date  specified  above  (except to the
     extent redeemed or repaid prior to the Maturity Date),  and to pay interest
     thereon from the most recent date to which interest has been paid or, if no
     interest  has been paid,  from the date of  original  issuance of this Bond
     (the "Date of Original  Issuance") at the interest rate per annum specified
     above (the "Interest Rate"), computed on the basis of a 365-day year, until
     the principal hereof is paid or duly made available for payment, and to pay
     interest on overdue  principal and, to the extent permitted by law, overdue
     interest at the Interest  Rate.  Payment of principal and interest shall be
     in such coin or currency of the United  States of America as at the time of
     payment shall be legal tender for the payment of public and private debts.

          Interest is payable at the option of the  purchaser,  made at the time
     of original  issuance in one of the following  ways:  (i)  semiannually  on
     January  1 and July 1, to the  Holders  of  record  on the  last  preceding
     December  15 and  June  15,  respectively  (or,  in the  case of the  first
     interest payment date, if originally issued between the record date and the
     payment date, to the Holder on the Date of Original  Issuance);  or (ii) at
     maturity  or at the date of  redemption  if  redeemed  prior  to  maturity,
     compounded  semiannually,  on December 31 and June 30 at the Interest Rate.
     Any election to receive  payment of interest  semiannually  is irrevocable.
     The election to receive payment of interest at maturity,  or at the date of
     redemption if redeemed prior to maturity,  will be terminated  upon written
     request of the Holder,  such  termination  to be  effective  as of the last
     previous interest compounding date. Such termination is irrevocable and, at
     the same time, is an election to receive  payment of interest  semiannually
     thereafter.  Any interest attributable to periods starting with the Date of
     Original Issuance and ending with the effective date of the written request
     of the Holder to terminate  the election to receive  payment of interest at
     maturity or at the date of redemption if redeemed prior to maturity will be
     paid upon  receipt  of the  written  request  to  terminate  the  election.
     Farmland  shall  have the  right at any time by  notice  to the  Holder  to
     terminate any obligation to continue  retaining the interest of any Holder.
     Such  termination  shall be  effective as of the opening of business on the
     day  following  the first  interest  compounding  date after such notice is
     mailed to the Holder and the Holder will be paid all interest  then accrued
     and unpaid to the Holder on the  effective  date.  If the Maturity Date (or
     date of redemption or repayment) or an interest payment date falls on a day
     which is not a business day,  principal or interest payable with respect to
     such Maturity Date (or date of redemption or repayment) or interest payment
     date will be paid on the next  succeeding  business day with the same force
     and  effect  as if made on such  Maturity  Date (or date of  redemption  or
     repayment)  or interest  payment  date, as the case may be, and no interest
     shall  accrue on the amount so payable  for the period  from and after such
     Maturity Date (or any date of redemption or repayment) or interest  payment
     date.


          The Bond is one of a duly authorized issue of securities  (hereinafter
     called the  "Securities")  of  Farmland  issued  and to be issued  under an
     Indenture  dated as of December  4, 1997  (herein  called the  "Indenture")
     between  Farmland and Commerce  Bank,  National  Association,  Kansas City,
     Missouri, as Trustee (herein called the "Trustee",  which term includes any
     successor  trustee  under the  Indenture),  to which the  Indenture and all
     indentures  supplemental thereto and the Officers'  Certificate (as defined
     in the  Indenture)  setting  forth the terms of this  series of  Securities
     reference  is  hereby  made  for a  statement  of  the  respective  rights,
     limitation of rights,  duties, and immunities  thereunder of Farmland,  the
     Trustee and the Holders and the terms upon which the Bonds are,  and are to
     be, issued.  The Bonds of this series may bear different  dates,  mature at
     different times,  bear interest at different rates, be subject to different
     redemption or repayment  provisions and may otherwise vary and are entitled
     to the benefits of the Indenture.




          Any  interest  which is payable,  but is not  punctually  paid or duly
     provided for, on any interest  payment date and, to the extent permitted by
     law,  interest  on such  defaulted  interest  at the  Interest  Rate  (such
     defaulted  interest  and  interest  thereon  herein   collectively   called
     "Defaulted  Interest")  will not be payable to the Holder on the applicable
     record date;  and such Defaulted  Interest may be paid by Farmland,  at its
     election  in each  case,  in the time and  manner  as  provided  for in the
     Indenture.

          Payment of the principal of, premium, if any, and interest on the Bond
     will be made at the office or agency of Farmland in Kansas City,  Missouri;
     provided, however, that at the option of Farmland payment of interest other
     than  interest  paid at maturity,  redemption  or repayment  may be made by
     check mailed to the address of the person entitled  thereto as such address
     shall appear in the  Register or by  electronic  funds  transfer or similar
     means to an account  maintained by the person entitled thereto as specified
     in the Register.

          If an Event of Default (as defined in the  Indenture)  with respect to
     the Bonds shall occur and be continuing,  the Trustee or the Holders of not
     less than a  majority  in  principal  amount of the  outstanding  Bonds may
     declare the  principal of and accrued  interest on all of the Bonds due and
     payable in the manner  and with the  effect and  subject to the  conditions
     provided in the Indenture. Upon certain events of bankruptcy, insolvency or
     reorganization of Farmland, the principal of and accrued interest on all of
     the Bonds shall  become due and  payable  without  any  declaration  by the
     Trustee or the Holders.

          The Indenture contains provisions  permitting Farmland and the Trustee
     to enter into one or more supplemental  indentures under certain situations
     without  the  consent of the  Holders of any of the  Bonds.  The  Indenture
     permits, with certain exceptions as therein provided, the amendment thereof
     and the  modification  of the rights and  obligations  of Farmland  and the
     rights of the Holders of the  Securities of each series under the Indenture
     to be affected at any time by Farmland  and the Trustee with the consent of
     the Holders of a majority in aggregate  principal amount of the Outstanding
     Securities (as defined in the Indenture) of each series  affected  thereby.
     The Indenture also contains provisions  permitting the Holders of specified
     percentages in aggregate principal amount of the Outstanding  Securities of
     each series under the Indenture, on behalf of the Holders of all Securities
     of such series, to waive compliance by Farmland with certain  provisions of
     the  Indenture  and certain past  defaults  under the  Indenture  and their
     consequences. Any such consent or waiver by the Holder of the Bond shall be
     conclusive  and binding upon such Holder and upon all future Holders of the
     Bond and of any Bond issued upon the  registration of transfer hereof or in
     exchange  thereof  or in lieu  thereof,  whether  or not notice is given to
     future Holders.

          No reference  herein to the  Indenture and no provision of the Bond or
     of the Indenture shall alter or impair the obligation of Farmland, which is
     absolute  and  unconditional,  to pay the  principal of and interest on the
     Bond at the times,  places,  and rate, and in the coin or currency,  herein
     prescribed.

          The Bond may be  redeemed,  after two (2) years from Date of  Original
     Issuance,  at the option of Farmland at any time prior to  maturity,  on at
     least fifteen (15) days written notice, at face value plus accrued interest
     to the date of redemption only. The Indenture permits Farmland to select in
     any manner at its discretion the Bonds to be redeemed.

          Subject  to the  conditions  hereinafter  set  forth,  the Bond may be
     redeemed at the option of the Holder. (1) At any time three (3) years after
     the Date of Original  Issuance,  the Holder may request  redemption  of the
     Bond from Farmland. Farmland will redeem prior to maturity each month, on a
     first  come,  first  serve  basis  (as  evidenced  by the time  stamped  or
     otherwise  recorded as the time of receipt by Farmland) a limited amount of
     Redemption  Eligible Bonds.  Subject to the carryover  discussed below, the
     aggregate  maximum amount of Redemption  Eligible Bonds,  as a group,  that
     Farmland  will redeem each month will be the greater of: (a)  $1,500,000 or
     b) 1/2 of 1% of the combined  total  principal  balance  outstanding of all
     Redemption  Eligible Bonds  outstanding at the end of the prior month.  For
     purposes of the  foregoing,  "Redemption  Eligible  Bonds"  mean  Ten-Year,
     Series A Bonds, Ten-Year,  Series B Bonds,  Five-Year,  Series C Bonds, and
     Five-Year,  Series  D Bonds  issued  under  the  Indenture  and  any  other
     subordinated  debt that  Farmland  elects  to  designate  as a  "Redemption
     Eligible Bond". If the amount determined  pursuant to the foregoing formula
     in any month  (including  any carryover  from the prior month)  exceeds the
     total amount requested for redemption prior to maturity in that month, such
     excess is carried over to the next month and added to the amount  available
     for redemption prior to maturity in that month; provided, however, that any
     excess will not be carried beyond the end of Farmland's  fiscal year.If the
     total balance of outstanding  Bonds of this series is less than  $5,000,000
     at the end of any  month,  then in the  following  month  any Bonds of this
     series  which  have  been held at least  three  (3) years  from the Date or
     Original  Issuance  will be redeemed  at the request of the Holder  without
     regard to the above dollar limitation.

          (2) In addition to the amounts made available for redemption  prior to
     maturity at the option of the Holder as described in (1) above,  redemption
     will be made in the  case of death  of  Holder  upon  written  request  and
     delivery  of  satisfactory  proof of death and other  documentation  and in
     accordance with applicable laws.

          (3) In addition to the amounts made available for redemption  prior to
     maturity at the option of the Holder as described in (1) and (2) above,  if
     the Bond is held in an Individual Retirement Account (an "IRA") established
     under  Section 408 of the Internal  Revenue  Code of 1986,  as amended (the
     "IRC"),  Farmland will redeem the Bond, upon written request, to the extent
     necessary to satisfy mandatory  withdrawals from the IRA which are required
     by the IRC.  Such  redemption  will be made only upon  sufficient  proof to
     Farmland that a mandatory withdrawal from the IRA is required.

          (4) The foregoing redemption  privileges described in (1), (2) and (3)
     above are  subject to the  condition  as provided  under the  subordination
     provisions  applicable to the Subordinated  Debenture Bonds,  that Farmland
     cannot redeem any of the Subordinated Debenture Bonds if, at the time of or
     immediately after giving effect to such redemption, there shall exist under
     any Senior Indebtedness or any indenture or agreement pursuant to which any
     Senior  Indebtedness is issued any default or any condition,  event or act,
     which, with notice or lapse of time, or both, would constitute a default.

          Redemption   prior  to   maturity   will  be  made,   subject  to  the
     aforementioned  conditions,  upon  submission  to  Farmland  of  a  written
     instrument of transfer in form  satisfactory  to Farmland and duly executed
     by the Holder or by his attorney duly authorized in writing, accompanied by
     written  requests for early  redemption  to Farmland.  Redemption  prior to
     maturity  will be made at the  unpaid  principal  amount  of the Bond  plus
     accrued  interest  to  the  date  of  redemption.   Amounts  available  for
     redemption prior to maturity are not set aside in a separate fund.


          The  Bond  shall  be  subordinate,  to the  extent  and in the  manner
     provided in the Indenture, in right of payment to the prior payment in full
     of all Senior  Indebtedness  (as defined in the  Indenture) and the Bond is
     issued  subject to the  provisions of the Indenture  with respect  thereto.
     Each Holder of the Bond, by accepting the same,  (a) agrees to and shall be
     bound by such provisions,  (b) authorizes and directs the Trustee on his or
     her or its behalf to take such action as may be necessary or appropriate to
     acknowledge  or effectuate the  subordination  so provided and (c) appoints
     the  Trustee  his or her or its  attorney-in-fact  for  any  and  all  such
     purposes.

          As  provided  in the  Indenture,  and  subject to certain  limitations
     therein  set  forth,  the  transfer  of the Bond may be  registered  on the
     Register  upon  submission  of a written  instrument  of  transfer  in form
     satisfactory  to Farmland  duly  executed by the Holder or by his  attorney
     duly  authorized in writing for  registration  of transfer at the office or
     agency of Farmland,  in Kansas City, Missouri,  and thereupon the bond will
     be  transferred  on the books and  records of  Farmland  to the  designated
     transferee or transferees.

          The Bonds are issuable only in uncertificated form, without coupons.

          No service charge will be made for any such  registration  of transfer
     or  exchange  of the  Bond,  but  Farmland  may  require  payment  of a sum
     sufficient  to  cover  any tax or  other  governmental  charge  that may be
     imposed in connection therewith.

          Farmland,  the  Trustee  and any agent of  Farmland or the Trustee may
     treat the  person  in whose  name the Bond is  registered  on its books and
     records as the Holder hereof for all  purposes,  whether or not the Bond is
     overdue,  and  neither  Farmland,  the  Trustee nor any such agent shall be
     affected by notice to the contrary.

          All terms used in the Bond which are  defined in the  Indenture  shall
     have the meanings designated to them in the Indenture and all references in
     the Indenture to "Security" or "Securities"  shall be deemed to include the
     Bonds.

EX-4

                                  EXHIBIT 4.(i)E
 FARMLAND INDUSTRIES, INC
 12200 NORTH AMBASSADOR DRIVE
 KANSAS CITY, MO  641631244
                                                                       BOND RECEIPT
                                                                       SUBORDINATED DEBENTURE BOND
                                                                       FIVE-YEAR, SERIES
 Description of Bond
 ACCOUNT NUMBER:

 NAME OF OWNER
 PRINCIPAL AMOUNT:                                                          ISSUE DATE:
 BOND TYPE:                      BOND NUMBER:
 INTEREST RATE:                                                             MATURITY DATE:
 TOD/POD:


     Preface

     This Bond Receipt sets forth  certain  terms and  conditions of the Bond as
might be  contained  in a  certificate  for the Bond.  For the  convenience  and
protection of both the Holder and Farmland Industries,  Inc.  ("Farmland"),  the
Bond is being  issued  only in book  entry  form on the  books  and  records  of
Farmland.  The Bond is no longer being  issued in  certificated  form.  Farmland
retains the same duties and  responsibilities  to pay  principal and interest to
the Holder of the Bond without a certificate being issued. This Receipt is not a
certificate  for  any  security.  The  Receipt  confers  no  rights,  interests,
obligations,  duties,  responsibilities or otherwise on any party, and acts only
as a memorandum of the uncertificated Bond referenced above. This Receipt is not
a negotiable instrument, and the Bond referenced is subject to all provisions of
law regarding uncertificated securities.

Terms and Conditions

     Farmland  is  obligated  to pay to the  Holder  named  above or  registered
assigns as  indicated  on its books and records (the  "Holder"),  the  principal
amount shown above on the Maturity  Date  specified  above (except to the extent
redeemed or repaid prior to the Maturity Date), and to pay interest thereon from
the most recent date to which interest has been paid or, if no interest has been
paid,  from the date of  original  issuance  of this Bond (the "Date of Original
Issuance") at the interest rate per annum specified above (the "Interest Rate"),
computed on the basis of a 365-day year,  until the principal  hereof is paid or
duly made available for payment,  and to pay interest on overdue  principal and,
to the extent permitted by law,  overdue interest at the Interest Rate.  Payment
of principal and interest shall be in such coin or currency of the United States
of America as at the time of payment  shall be legal  tender for the  payment of
public and private debts.

     Interest  is payable at the  option of the  purchaser,  made at the time of
original  issuance in one of the following  ways: (i)  semiannually on January 1
and July 1, to the Holders of record on the last preceding  December 15 and June
15,  respectively  (or,  in the case of the  first  interest  payment  date,  if
originally issued between the record date and the payment date, to the Holder on
the Date of Original Issuance); or (ii) at maturity or at the date of redemption
if redeemed prior to maturity,  compounded semiannually, on December 31 and June
30  at  the  Interest  Rate.  Any  election  to  receive   payment  of  interest
semiannually  is  irrevocable.  The  election to receive  payment of interest at
maturity,  or at the date of redemption if redeemed  prior to maturity,  will be
terminated upon written request of the Holder,  such termination to be effective
as  of  the  last  previous  interest  compounding  date.  Such  termination  is
irrevocable and, at the same time, is an election to receive payment of interest
semiannually thereafter.  Any interest attributable to periods starting with the
Date of  Original  Issuance  and ending with the  effective  date of the written
request of the Holder to terminate  the election to receive  payment of interest
at maturity or at the date of redemption  if redeemed  prior to maturity will be
paid upon receipt of the written  request to terminate  the  election.  Farmland
shall  have the  right at any time by  notice to the  Holder  to  terminate  any
obligation to continue  retaining the interest of any Holder.  Such  termination
shall be effective as of the opening of business on the day  following the first
interest  compounding  date  after  such  notice is mailed to the Holder and the
Holder will be paid all  interest  then  accrued and unpaid to the Holder on the
effective  date. If the Maturity Date (or date of redemption or repayment) or an
interest  payment date falls on a day which is not a business day,  principal or
interest  payable with respect to such  Maturity  Date (or date of redemption or
repayment) or interest payment date will be paid on the next succeeding business
day with the same force and effect as if made on such  Maturity Date (or date of
redemption or  repayment)  or interest  payment date, as the case may be, and no
interest  shall  accrue on the amount so payable  for the period  from and after
such Maturity Date (or any date of redemption or repayment) or interest  payment
date.  The Bond is one of a duly  authorized  issue of  securities  (hereinafter
called the  "Securities") of Farmland issued and to be issued under an Indenture
dated as of December 4, 1997 (herein called the  "Indenture")  between  Farmland
and Commerce  Bank,  National  Association,  Kansas City,  Missouri,  as Trustee
(herein  called the "Trustee",  which term includes any successor  trustee under
the Indenture),  to which the Indenture and all indentures  supplemental thereto
and the Officers'  Certificate  (as defined in the Indenture)  setting forth the
terms of this series of  Securities  reference is hereby made for a statement of
the respective rights,  limitation of rights,  duties, and immunities thereunder
of Farmland, the Trustee and the Holders and the terms upon which the Bonds are,
and are to be, issued. The Bonds of this series may bear different dates, mature
at different  times,  bear interest at different  rates, be subject to different
redemption or repayment  provisions  and may otherwise  vary and are entitled to
the benefits of the Indenture.

     Any interest which is payable,  but is not punctually paid or duly provided
for, on any interest payment date and, to the extent permitted by law,  interest
on such  defaulted  interest at the Interest Rate (such  defaulted  interest and
interest thereon herein  collectively  called "Defaulted  Interest") will not be
payable to the Holder on the applicable record date; and such Defaulted Interest
may be paid by Farmland, at its election in each case, in the time and manner as
provided for in the Indenture.

     Payment of the principal of, premium, if any, and interest on the Bond will
be made at the office or agency of Farmland in Kansas City, Missouri;  provided,
however,  that at the option of Farmland payment of interest other than interest
paid at maturity,  redemption  or  repayment  may be made by check mailed to the
address  of the person  entitled  thereto as such  address  shall  appear in the
Register  or by  electronic  funds  transfer  or  similar  means  to an  account
maintained by the person entitled thereto as specified in the Register.

     If an Event of Default (as defined in the  Indenture)  with  respect to the
Bonds shall occur and be continuing, the Trustee or the Holders of not less than
a  majority  in  principal  amount  of the  outstanding  Bonds may  declare  the
principal  of and  accrued  interest  on all of the Bonds due and payable in the
manner  and with the  effect  and  subject  to the  conditions  provided  in the
Indenture.  Upon certain events of bankruptcy,  insolvency or  reorganization of
Farmland, the principal of and accrued interest on all of the Bonds shall become
due and payable without any declaration by the Trustee or the Holders.

     The Indenture contains  provisions  permitting  Farmland and the Trustee to
enter into one or more supplemental  indentures under certain situations without
the  consent of the Holders of any of the Bonds.  The  Indenture  permits,  with
certain   exceptions  as  therein  provided,   the  amendment  thereof  and  the
modification  of the rights and  obligations  of Farmland  and the rights of the
Holders of the  Securities  of each series under the Indenture to be affected at
any time by  Farmland  and the  Trustee  with the  consent  of the  Holders of a
majority in aggregate principal amount of the Outstanding Securities (as defined
in the Indenture) of each series affected  thereby.  The Indenture also contains
provisions   permitting  the  Holders  of  specified  percentages  in  aggregate
principal  amount  of the  Outstanding  Securities  of  each  series  under  the
Indenture,  on behalf of the Holders of all Securities of such series,  to waive
compliance by Farmland with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences.  Any such consent or waiver
by the Holder of the Bond shall be  conclusive  and binding upon such Holder and
upon all future Holders of the Bond and of any Bond issued upon the registration
of transfer  hereof or in exchange  thereof or in lieu  thereof,  whether or not
notice is given to future Holders.

     No reference herein to the Indenture and no provision of the Bond or of the
Indenture  shall alter or impair the  obligation of Farmland,  which is absolute
And  unconditional,  to pay the  principal  of and  interest  on the Bond at the
times, places, and rate, and in the coin or currency, herein prescribed.

     The Bond  may be  redeemed,  after  two (2)  years  from  Date of  Original
Issuance,  at the option of Farmland at any time prior to maturity,  on at least
fifteen (15) days  written  notice,  at face value plus accrued  interest to the
date of redemption only. The Indenture  permits Farmland to select in any manner
at its discretion the Bonds to be redeemed.

          Subject  to the  conditions  hereinafter  set  forth,  the Bond may be
          redeemed  at the option of the  Holder.  (1) At any time two (2) years
          after the Date of Original Issuance, the Holder may request redemption
          of the Bond from Farmland. Farmland will redeem prior to maturity each
          month,  on a first come,  first serve basis (as  evidenced by the time
          stamped or  otherwise  recorded as the time of receipt by  Farmland) a
          limited amount of Redemption Eligible Bonds.  Subject to the carryover
          discussed below, the aggregate  maximum amount of Redemption  Eligible
          Bonds,  as a group,  that  Farmland will redeem each month will be the
          greater  of:  (a)  $1,500,000  or(b) 1/2 of 1% of the  combined  total
          principal  balance   outstanding  of  all  Redemption  Eligible  Bonds
          outstanding  at the  end of  the  prior  month.  For  purposes  of the
          foregoing,  "Redemption Eligible Bonds" mean Ten-Year, Series A Bonds,
          Ten-Year,  Series B Bonds,  Five-Year,  Series C Bonds, and Five-Year,
          Series D Bonds issued under the Indenture  and any other  subordinated
          debt that  Farmland  elects to  designate  as a  "Redemption  Eligible
          Bond". If the amount  determined  pursuant to the foregoing formula in
          any month  (including  any carryover from the prior month) exceeds the
          total amount requested for redemption prior to maturity in that month,
          such excess is carried  over to the next month and added to the amount
          available for  redemption  prior to maturity in that month;  provided,
          however,  that  any  excess  will  not be  carried  beyond  the end of
          Farmland's  fiscal year. If the total balance of outstanding  Bonds of
          this series is less than  $5,000,000 at the end of any month,  then in
          the  following  month any Bonds of this series which have been held at
          least  two (2)  years  from  the  Date or  Original  Issuance  will be
          redeemed  at the  request  of the Holder  without  regard to the above
          dollar  limitation.  (2) In addition to the amounts made available for
          redemption  prior to maturity at the option of the Holder as described
          in (1)  above  redemption  will be made in the case of death of Holder
          upon written request and delivery of  satisfactory  proof of death and
          other  documentation  and in accordance with  applicable  laws. (3) In
          addition  to the  amounts  made  available  for  redemption  prior  to
          maturity  at the  option  of the  Holder as  described  in (1) and (2)
          above,  if the Bond is held in an  Individual  Retirement  Account (an
          "IRA")  established  under Section 408 of the Internal Revenue Code of
          1986,  as amended (the  "IRC"),  Farmland  will redeem the Bond,  upon
          written  request,   to  the  extent  necessary  to  satisfy  mandatory
          withdrawals  from  the  IRA  which  are  required  by  the  IRC.  Such
          redemption will be made only upon sufficient  proof to Farmland that a
          mandatory  withdrawal  from  the IRA is  required.  (4) The  foregoing
          redemption  privileges described in (1), (2) and (3) above are subject
          to the  condition  as  provided  under  the  subordination  provisions
          applicable to the Subordinated  Debenture Bonds,  that Farmland cannot
          redeem any of the  Subordinated  Debenture Bonds if, at the time of or
          immediately after giving effect to such redemption,  there shall exist
          under any Senior  Indebtedness or any indenture or agreement  pursuant
          to  which  any  Senior  Indebtedness  is  issued  any  default  or any
          condition, event or act, which, with notice or lapse of time, or both,
          would constitute a default.

     Redemption  prior to maturity will be made,  subject to the  aforementioned
conditions,  upon submission to Farmland of a written  instrument of transfer in
form satisfactory to Farmland and duly executed by the Holder or by his attorney
duly authorized in writing, accompanied by written requests for early redemption
to Farmland.  Redemption  prior to maturity will be made at the unpaid principal
amount of the Bond plus  accrued  interest  to the date of  redemption.  Amounts
available for redemption prior to maturity are not set aside in a separate fund.


     The Bond shall be subordinate,  to the extent and in the manner provided in
the  Indenture,  in right of payment to the prior  payment in full of all Senior
Indebtedness (as defined in the Indenture) and the Bond is issued subject to the
provisions of the Indenture  with respect  thereto.  Each Holder of the Bond, by
accepting  the same,  (a) agrees to and shall be bound by such  provisions,  (b)
authorizes  and  directs  the  Trustee  on his or her or its behalf to take such
action as may be necessary or  appropriate  to  acknowledge  or  effectuate  the
subordination  so  provided  and  (c)  appoints  the  Trustee  his or her or its
attorney-in-fact for any and all such purposes.

     As provided in the Indenture, and subject to certain limitations therein set forth, the transfer of the Bond
may be registered on the Register upon
submission of a written instrument of transfer in form satisfactory to Farmland duly executed by the Holder or by
his attorney duly authorized in writing for
registration of transfer at the office or agency of Farmland, in Kansas City, Missouri, and thereupon the bond
will be transferred on the books and records of
Farmland to the designated transferee or transferees.

         The Bonds are issuable only in uncertificated form,without coupons.
         No service charge will be made for any such registration of transfer or exchange of the Bond,
but Farmland may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection therewith.
        Farmland, the Trustee,
and any agent of Farmland or the Trustee may treat the person in whose name the Bond is registered on its books
and records as
the Holder hereof for all purposes, whether or not the Bond is overdue, and neither Farmland, the Trustee nor any
such agent shall be affected by notice to the
contrary.
         All terms used in the Bond which are defined in the Indenture shall have the meanings
designated to them in the Indenture and all references in the
Indenture to "Security" or "Securities" shall be deemed to include the Bonds.

EX-4

                                   EXHIBIT 4.(i)F
  FARMLAND INDUSTRIES, INC
  12200 NORTH AMBASSADOR DRIVE
  KANSAS CITY, MO  641631244
                                                                       BOND RECEIPT
                                                                       SUBORDINATED DEBENTURE BOND
                                                                         - YEAR MONTHLY INCOME, SERIES
  Description of Bond
  ACCOUNT NUMBER:
  NAME OF OWNER
  PRINCIPAL AMOUNT:                                                     ISSUE DATE:
  BOND TYPE:               BOND NUMBER:
  INTEREST RATE:                                                        MATURITY DATE:
  TOD/POD:

     Preface

     This Bond Receipt sets forth  certain  terms and  conditions of the Bond as
might be  contained  in a  certificate  for the Bond.  For the  convenience  and
protection of both the Holder and Farmland Industries,  Inc.  ("Farmland"),  the
Bond is being  issued  only in book  entry  form on the  books  and  records  of
Farmland.  The Bond is no longer being  issued in  certificated  form.  Farmland
retains the same duties and  responsibilities  to pay  principal and interest to
the Holder of the Bond without a certificate being issued.

     This Receipt is not a certificate for any security.  The Receipt confers no
rights,  interests,  obligations,  duties,  responsibilities or otherwise on any
party,  and acts only as a  memorandum  of the  uncertificated  Bond  referenced
above. This Receipt is not a negotiable  instrument,  and the Bond referenced is
subject to all provisions of law regarding uncertificated securities.

Terms and Conditions

     Farmland  is  obligated  to pay to the  Holder  named  above or  registered
assigns as  indicated  on its books and records (the  "Holder"),  the  principal
amount shown above on the Maturity  Date  specified  above (except to the extent
redeemed or repaid prior to the Maturity Date), and to pay interest thereon from
the most recent date to which interest has been paid or, if no interest has been
paid,  from the date of  original  issuance  of this Bond (the "Date of Original
Issuance") at the interest rate per annum specified above (the "Interest Rate"),
computed on the basis of a 365-day year,  until the principal  hereof is paid or
duly made available for payment,  and to pay interest on overdue  principal and,
to the extent permitted by law,  overdue interest at the Interest Rate.  Payment
of principal and interest shall be in such coin or currency of the United States
of America as at the time of payment  shall be legal  tender for the  payment of
public and private debts.

     Interest on the principal  sum is payable  monthly on the first day of each
month following the month in which the Bond is issued to the Holder of record on
the  last  day of the  preceding  month.  If the  Maturity  Date (or any date of
redemption or repayment) or an interest payment date falls on a day which is not
a business day, principal or interest payable with respect to such Maturity Date
(or date of redemption  or  repayment) or interest  payment date will be paid on
the next  succeeding  business  day with the same force and effect as if made on
such Maturity  Date (or date of  redemption  or  repayment) or interest  payment
date, as the case may be, and no interest  shall accrue on the amount so payable
for the period from and after such  Maturity  Date (or any date of redemption or
repayment) or interest payment date.

     The  Bond is one of a duly  authorized  issue  of  securities  (hereinafter
called the  "Securities") of Farmland issued and to be issued under an Indenture
dated as of December 4, 1997 (herein called the  "Indenture")  between  Farmland
and Commerce  Bank,  National  Association,  Kansas City,  Missouri,  as Trustee
(herein  called the "Trustee",  which term includes any successor  trustee under
the Indenture),  to which the Indenture and all indentures  supplemental thereto
and the Officers'  Certificate  (as defined in the Indenture)  setting forth the
terms of this series of  Securities  reference is hereby made for a statement of
the respective rights,  limitation of rights,  duties, and immunities thereunder
of Farmland, the Trustee and the Holders and the terms upon which the Bonds are,
and are to be, issued. The Bonds of this series may bear different dates, mature
at different  times,  bear interest at different  rates, be subject to different
redemption or repayment  provisions  and may otherwise  vary and are entitled to
the benefits of the Indenture.


     Any interest which is payable,  but is not punctually paid or duly provided
for, on any interest payment date and, to the extent permitted by law,  interest
on such  defaulted  interest at the Interest Rate (such  defaulted  interest and
interest thereon herein  collectively  called "Defaulted  Interest") will not be
payable to the Holder on the applicable record date; and such Defaulted Interest
may be paid by Farmland, at its election in each case, in the time and manner as
provided for in the Indenture.

     Payment of the principal of, premium, if any, and interest on the Bond will
be made at the office or agency of Farmland in Kansas City, Missouri;  provided,
however,  that at the option of Farmland payment of interest other than interest
paid at maturity,  redemption  or  repayment  may be made by check mailed to the
address  of the person  entitled  thereto as such  address  shall  appear in the
Register  or by  electronic  funds  transfer  or  similar  means  to an  account
maintained by the person entitled thereto as specified in the Register.








     If an Event of Default (as defined in the  Indenture)  with  respect to the
Bonds shall occur and be continuing, the Trustee or the Holders of not less than
a  majority  in  principal  amount  of the  outstanding  Bonds may  declare  the
principal  of and  accrued  interest  on all of the Bonds due and payable in the
manner  and with the  effect  and  subject  to the  conditions  provided  in the
Indenture.  Upon certain events of bankruptcy,  insolvency or  reorganization of
Farmland, the principal of and accrued interest on all of the Bonds shall become
due and payable  without any  declaration  by the  Trustee or the  Holders.  The
Indenture contains provisions  permitting Farmland and the Trustee to enter into
one or more supplemental indentures under certain situations without the consent
of the  Holders  of any  of the  Bonds.  The  Indenture  permits,  with  certain
exceptions as therein  provided,  the amendment  thereof and the modification of
the rights and  obligations  of  Farmland  and the rights of the  Holders of the
Securities  of each  series  under the  Indenture  to be affected at any time by
Farmland  and the  Trustee  with the  consent of the  Holders  of a majority  in
aggregate  principal  amount of the  Outstanding  Securities  (as defined in the
Indenture)  of  each  series  affected  thereby.  The  Indenture  also  contains
provisions   permitting  the  Holders  of  specified  percentages  in  aggregate
principal  amount  of the  Outstanding  Securities  of  each  series  under  the
Indenture,  on behalf of the Holders of all Securities of such series,  to waive
compliance by Farmland with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences.  Any such consent or waiver
by the Holder of the Bond shall be  conclusive  and binding upon such Holder and
upon all future Holders of the Bond and of any Bond issued upon the registration
of transfer  hereof or in  exchangethereof  or in lieu  thereof,  whether or not
notice is given to future Holders.

     No reference herein to the Indenture and no provision of the Bond or of the
Indenture  shall alter or impair the  obligation of Farmland,  which is absolute
and  unconditional,  to pay the  principal  of and  interest  on the Bond at the
times, places, and rate, and in the coin or currency, herein prescribed.

The Bond cannot be called for redemption by Farmland any time prior to maturity.

     Except as hereinafter  provided,  the Bond cannot be redeemed at the option
of the Holder  prior to Maturity.  In the case of death of the Holder,  Farmland
will  redeem  the  bond  upon  written  request  to  Farmland  and  delivery  of
satisfactory  proof of death  and other  documentation  and in  accordance  with
applicable law.  Redemptions  will be made at the unpaid principal amount of the
Bond plus accrued interest to the date of redemption  only.  Redemption on death
of the Holder is subject to the condition,  as provided under the  subordination
provisions applicable to the Subordinated  Debenture Bonds, that Farmland cannot
redeem any of the Subordinated Debenture Bonds if, at the time of or immediately
after  giving  effect to such  redemption,  there  shall  exist under any Senior
Indebtedness  or any  indenture  or  agreement  pursuant  to  which  any  Senior
Indebtedness is issued any default or any condition,  event or act, which,  with
notice or lapse of time, or both, would constitute a default.

     The Bond shall be subordinate,  to the extent and in the manner provided in
the  Indenture,  in right of payment to the prior  payment in full of all Senior
Indebtedness (as defined in the Indenture) and the Bond is issued subject to the
provisions of the Indenture  with respect  thereto.  Each Holder of the Bond, by
accepting  the same,  (a) agrees to and shall be bound by such  provisions,  (b)
authorizes  and  directs  the  Trustee  on his or her or its behalf to take such
action as may be necessary or  appropriate  to  acknowledge  or  effectuate  the
subordination  so  provided  and  (c)  appoints  the  Trustee  his or her or its
attorney-in-fact for any and all such purposes.

     As provided in the Indenture,  and subject to certain  limitations  therein
set forth,  the  transfer of the Bond may be  registered  on the  Register  upon
submission of a written  instrument of transfer in form satisfactory to Farmland
duly  executed by the Holder or by his attorney  duly  authorized in writing for
registration  of transfer at the office or agency of  Farmland,  in Kansas City,
Missouri, and thereupon the Bond will be transferred on the books and records of
Farmland to the designated transferee or transferees.

     The Bonds are issuable only in uncertificated form, without coupons.

     No service  charge  will be made for any such  registration  of transfer or
exchange of the Bond,  but Farmland may require  payment of a sum  sufficient to
cover any tax or other  governmental  charge  that may be imposed in  connection
therewith.

     Farmland,  the  Trustee  and any agent of Farmland or the Trustee may treat
the person in whose name the Bond is  registered on its books and records as the
Holder hereof for all purposes,  whether or not the Bond is overdue, and neither
Farmland,  the  Trustee  nor any such agent  shall be  affected by notice to the
contrary.

     All terms used in the Bond which are  defined in the  Indenture  shall have
the meanings  designated  to them in the  Indenture  and all  references  in the
Indenture to "Security" or "Securities" shall be deemed to include the Bonds.

EX-5

EXHIBIT 5

Farmland Industries, Inc.
12200 N. Ambassador Dr.
Kansas City, Missouri 64163-1244

Gentlemen:

        I am acting as the General Counsel for Farmland Industries, Inc., a Kansas corporation (the “Company”), in connection with the Registration Statement on Form S-2 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the contemplated issuance by the Company from time to time of Demand Loan Certificates and Subordinated Debenture Bonds of the Company, which with respect to Demand Loan Certificates may be issued pursuant to an Indenture entered into between the Company and UMB Bank, National Association, and with respect to Subordinated Debenture Bonds may be issued under an Indenture entered into between the Company and Commerce Bank, National Association, as trustee. Said Demand Loan Certificates and Subordinated Debenture Bonds, when issued and sold in accordance with this Registration Statement presently to be filed with the Securities and Exchange Commission, Washington, D.C., and registered in accordance with the laws of the States in which the Demand Loan Certificates and Subordinated Debenture Bonds are and will be sold, will constitute valid and binding obligations according to their tenor and effect. Capitalized terms used herein have the meanings set forth in the Registration Statement, unless otherwise defined herein.

        I have examined the originals, or certified, conformed or reproduction copies of all records, agreements, instruments and documents as I have deemed relevant or necessary as the basis for the opinions hereinafter expressed. In all such examinations, I have assumed the genuineness of all signatures on original or certified copies and the conformity to original or certified copies of all copies submitted to me as conformed or reproduction copies. As to various questions of fact relevant to such opinions, I have relied upon, and assumed the accuracy of, certificates and statements and other information of public officials, officers or representatives of the Company and others.

        Based upon the foregoing, and subject to the limitations set forth herein, I hereby confirm the opinions attributed to me in the Registration Statement.

        I hereby consent to the filing of this opinion as an exhibit to the Registration Statement (including any Amendment thereto) and to the references to me under the captions “Legal Matters” in the Prospectus and “Legal Matters” in any Prospectus Supplement forming a part of the Registration Statement. In giving these consents, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,


Robert B. Terry
November 27, 2001

EX-12

                                                EXHIBIT 12

                                     FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES

                                 COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

        Year Ended August 31
                                    -----------------------------------------------------------
                                        1997        1998        1999        2000         2001
                                    ----------  ---------   ----------  ---------- ------------
                                                      (Amounts in Thousands)
Earnings:
   Pretax Income (Loss) ..........  $ 163,672   $  55,025   $   5,822   $ (50,732)  $(137,540)

   Minority Owners' Interest in
      Income of Consolidated
      Subsidiary that has
      Fixed Charges ..............     10,586       8,346      17,727      24,996      23,164

   Minority Owners' Interest in
      Loss  of
      Consolidated Subsidiary ....     (1,902)     (1,341)        -0-         -0-         -0-

   Equity in net (income) loss of
      Investees (A) ..............       (868)    (56,531)    (65,510)    (56,891)    (27,457)

   Distributions from
      Investees (A) ..............          5      57,620      59,715      58,962      28,774

   Total Fixed Charges
      (excluding interest
      capitalized, net of
      amortization) ..............     79,247   $  94,960   $ 113,611   $ 140,252   $ 167,331
                                    ---------   ---------   ---------   ---------   ---------

Total Earnings ...................  $ 250,740   $ 158,079   $ 131,365   $ 116,587   $  54,272
                                    =========   =========   =========   =========   =========

Fixed Charges:
   Interest (including amounts
      capitalized and amortization
      of debt issuance costs) ....  $  68,099   $  79,421   $  93,686   $ 119,770   $ 139,649

   Estimated Interest Component
      of Rentals .................     15,127      19,483      19,925   $  21,623   $  27,932
                                    ---------   ---------   ---------   ---------   ---------


Total Combined Fixed Charges .....  $  83,226   $  98,904   $ 113,611   $ 141,393   $ 167,581
                                    =========   =========   =========   =========   =========

Ratio of Earnings to
   Combined Fixed Charges ........        3.0         1.6         1.2         0.8         0.3

(A) For 1997, equity interest and distributions  shown represent  less-than-50%-owned  Investees.  For 1998 through
2001, equity interest and distributions shown represent 50%-owned and less-than-50%-owned Investees.

EX-23

                                                                                            EXHIBIT 23.A

                                            INDEPENDENT AUDITORS' CONSENT



The Board of Directors
Farmland Industries, Inc.:



We consent to the use of our reports,  incorporated  herein by  reference,  and to the  reference to our firm under
the heading Experts in the Prospectus.  Our report on the consolidated  financial  statements refers to a change in
accounting  method for  derivative  instruments  and hedging  activities  and to a change in accounting  method for
planned major maintenance costs from the accrue-in-advance method to the direct expense method.







                                                                       KPMG PEAT MARWICK LLP


Kansas City, Missouri
November 27, 2001

EX-23

                                                                                          EXHIBIT 23.B
                                    CONSENT OF QUALIFIED INDEPENDENT UNDERWRITER





Farmland Industries, Inc.:


We consent to the references to our firm under the caption "Qualified Independent Underwriter" in the Prospectus.




                                                       James H. Glen, Jr.
                                                       First Union Securities, Inc.



November 27, 2001

EX-24

Exhibit 24

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose name appears below constitutes and appoints Robert B. Terry and John F. Berardi, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, as well as any related registration statement (or amendments thereto) filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicted.

            Signature                            Title                    Date
- ----------------------------          ------------------        -----------------

     ALBERT J. SHIVLEY                Chairman of Board        October 24, 2001
- -----------------------------
     Albert J. Shivley                  and Director

        JODY BEZNER                Vice Chairman of Board      October 24, 2001
- -----------------------------
        Jody Bezner                     and Director

   LYMAN L. ADAMS, JR.                    Director             October 24, 2001
- -----------------------------
    Lyman L. Adams, Jr.

    RONALD J. AMUNDSON                    Director             October 24, 2001
- -----------------------------
    Ronald J. Amundson

    BAXTER ANKERSTIERNE                   Director             October 24, 2001
- -----------------------------
    Baxter Ankerstjerne

     DONALD H. ANTHONY                    Director             October 24, 2001
- -----------------------------
     Donald H. Anthony

      LARRY DAHLSTEN                      Director             October 24, 2001
- -----------------------------
      Larry Dahlsten

       STEVEN ERDMAN                      Director             October 24, 2001
- -----------------------------
       Steven Erdman

    HARRY FEHRENBACHER                    Director             October 24, 2001
- -----------------------------
    Harry Fehrenbacher

       DONALD GALES                       Director             October 24, 2001
- -----------------------------
       Donald Gales

       WARREN GERDES                      Director             October 24, 2001
- -----------------------------
       Warren Gerdes

      THOMAS H. GIST                      Director             October 24, 2001
- -----------------------------
      Thomas H. Gist

       BEN GRIFFITH                       Director             October 24, 2001
- -----------------------------
       Ben Griffith

       BARRY JENSEN                       Director             October 24, 2001
- -----------------------------
       Barry Jensen

        RON JURGENS                       Director             October 24, 2001
- -----------------------------
        Ron Jurgens

    WILLIAM F. KUHLMAN                    Director             October 24, 2001
- -----------------------------
    William F. Kuhlman

       GREG PFENNING                      Director             October 24, 2001
- -----------------------------
       Greg Pfenning

       MONTE ROMOHR                       Director             October 24, 2001
- -----------------------------
       Monte Romohr

        JOE ROYSTER                       Director             October 24, 2001
- -----------------------------
        Joe Royster

      E. KENT STAMPER                     Director             October 24, 2001
- -----------------------------
      E. Kent Stamper

       ELI F. VAUGHN                      Director             October 24, 2001
- -----------------------------
       Eli F. Vaughn

       FRANK WILSON                       Director             October 24, 2001
- -----------------------------
       Frank Wilson

EX-25

EXHIBIT 25A
              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549



                           FORM T-1


          STATEMENT OF ELIGIBILITY AND QUALIFICATION
          UNDER THE TRUST INDENTURE ACT OF 1939 OF A
           CORPORATION DESIGNATED TO ACT AS TRUSTEE



                UMB BANK, NATIONAL ASSOCIATION
      (Exact name of trustee as specified in its charter)

                                                     44-0201230
                                                  (I.R.S. Employer
                                                 Identification No.)

1010 Grand Blvd., Kansas City, Missouri.....................64106
(Address of principal executive offices)                  (Zip Code)



                   FARMLAND INDUSTRIES, INC.
      (Exact name of obligor as specified in its charter)

                   KANSAS                                    42-0209330
       (State or other jurisdiction                  (I.R.S. employer
     of incorporation or organization)       identification No.)

          12200 N. Ambassador Drive
            Kansas City, Missouri                                64163
(Address of principal executive offices)                       (Zip Code)

                   DEMAND LOAN CERTIFICATES
                   Dated:  November 20, 1981
              (Title of the indenture securities)












Item 1.General Information

(a)  Name and address of each  examining or  supervising  authority to which the
     Trustee is subject is as follows:

     The  Comptroller  of the Currency  Mid-Western  District 2345 Grand Avenue,
     Suite 700 Kansas City, Missouri 64108

                  Federal Reserve Bank of Kansas City
                  Federal Reserve P.O. Station
                  Kansas City, Missouri 64198

                  Supervising Examiner
                  Federal Deposit Insurance Corporation
                  720 Olive Street, Suite 2909
                  St. Louis, Missouri 63101

(b) The Trustee is authorized to exercise corporate trust powers.

Item 2.  Affiliations  with  obligor and  underwriters.  The  Obligor is not
         affiliated  with the  Trustee.  No person,  who is not an affiliate of
         the Obligor, has served as an  underwriter for the Obligor.

Item 3.  Voting securities of the Trustee.

         The following  information as to each class of voting  securities
         of the Trustee is furnished as December 1999:

                       Column A              Column B
                   Title of               Amount
                    Class                 Outstanding

                    Common                 660,000

     Item 4. Trusteeships  under other indentures.  The Trustee is not a trustee
          under  another  indenture  under  which  any  other   securities,   or
          certificates of interest or participation in other securities,  of the
          Obligor are outstanding.

     Item 5.  Interlocking  directorates  and  similar  relationships  with  the
          obligor or underwriters.  Neither the Trustee nor any of its directors
          or officers is a director,  officer, partner, employee,  appointee, or
          representative of the Obligor.  No person,  who is not an affiliate of
          the Obligor, has served as an underwriter for the Obligor.


     Item 6.  Voting  securities  of the  trustee  owned by the  obligor  or its
          officials.

          No voting securities of the Trustee are owned beneficially by the Obligor
          or its directors and executive officers as of October 11, 2001.

     Item 7. Voting  securities  of the trustee owned by  underwriters  or their
          officials. Not applicable

     Item 8.  Securities  of the  obligor  owned  or  held  by the  trustee.  No
          securities  of Obligor are owned  beneficially  or held as  collateral
          security for  obligations  in default by the Trustee as of October 11,
          2001.

Item 9.  Securities of the underwriters owned or held by the trustee.

              Not applicable

               Item 10.   Ownership   or  holdings  by  the  trustee  of  voting
                    securities of certain  affiliates or security holders of the
                    obligor.

               The Trustee  neither owns  beneficially  nor holds as  collateral
               security for  obligations  in default any voting  securities of a
               person who, to the knowledge of the Trustee,  (1) owns 10 percent
               or more of the voting  securities  of the  Obligor,  or (2) is an
               affiliate,  other than a  subsidiary  of Obligor,  as October 11,
               2001.

               Item 11.  Ownership or holdings by the trustee of any  securities
                    of a  person  owning  50  percent  or  more  of  the  voting
                    securities of the obligor.

               The Trustee  neither owns  beneficially  nor holds as  collateral
               security for  obligations  in default any  securities of a person
               who, to the knowledge of the Trustee,  owns 50 percent or more of
               the voting shares of the Obligor as of October 11, 2001.

Item 12. Indebtedness of the Obligor to the Trustee.

              None

Item 13. Defaults of the Obligor.

         There has been no default with respect to the securities under this
         Indenture.

Item 14. Affiliations with the Underwriters.
         Not Applicable


Item 15. Foreign Trustee.
                  Not Applicable

Item 16. List of exhibits.

         Listed below are all exhibits filed as a part of this statement of
         eligibility and qualification.

   Exhibit No.    Exhibit

               1.   Articles of Association of the Trustee, as now in effect.

               2.   Certificate  of  Authority  from  the   Comptroller  of  the
                    Currency  evidencing a change of the corporate  title of the
                    Association. Incorporated by Reference - In the Statement of
                    Eligibility  and  Qualification  of  United  Missouri  Bank,
                    National Association,  as Trustee, Form T-1 #22-21530, Filed
                    on FORM SE dated December 19, 1991.

               3.   Certificate from the Comptroller of the Currency  evidencing
                    authority  to exercise  corporate  trust powers and a letter
                    evidencing   a  change  of  the   corporate   title  of  the
                    Association. Incorporated by Reference - In the Statement of
                    Eligibility  and  Qualification  of  United  Missouri  Bank,
                    National Association,  as Trustee, Form T-1 #22-21530, Filed
                    on FORM SE dated December 19, 1991.

               4.   Bylaws, as amended, of the Trustee.

               5.   N/A

               6.   Consent of the  Trustee  required  by Section 321 (b) of the
                    Act.

               7.   Report of Condition of the Trustee as of June 30, 2001.

                      SIGNATURE

               Pursuant to the  requirements of the Trust Indenture Act of 1939,
               the Trustee,  UMB Bank,  National  Association,  a national  bank
               organized  and  existing  under the laws of the United  States of
               America,  has duly caused this  statement  of  eligibility  to be
               signed  on  its  behalf  by  the   undersigned,   thereunto  duly
               authorized,  all in  the  city  of  Kansas  City,  and  State  of
               Missouri, on the 11th day of October, 2001.

                         UMB BANK, NATIONAL ASSOCIATION

                           BY:  ________________________________________
                       Frank C. Bramwell, Senior Vice President











                         T-1  Exhibit 6
                      Consent of Trustee

               Pursuant to Section  321(B) of the Trust  Indenture  Act of 1939,
               UMB Bank, National  Association,  a national bank organized under
               the laws of the United  States,  hereby  consents that reports of
               examinations by the  Comptroller of the Currency,  of the Federal
               Deposit  Insurance  Corporation,  and any other  federal,  state,
               territorial  or district  authorities  may be  furnished  by such
               authorities  to  the  Securities  and  Exchange  Commission  upon
               request therefor.

                      UMB BANK, NATIONAL ASSOCIATION



                   By:
                        Frank C. Bramwell, Senior Vice President




Date: October 11, 2001





                    UMB BANK, NATIONAL ASSOCIATION

                   RESTATED ARTICLES OF ASSOCIATION


               FIRST: The title of this Association shall be "UMB Bank, National
               Association" (amended as of October 1, 1994).

               SECOND:  The main  office  shall be in the City of  Kansas  City,
               County of Jackson,  State of  Missouri.  The general  business of
               this  Association,  and its  operations  of discount and deposit,
               shall be conducted at its main office.

               THIRD: The Board of Directors of this  Association  shall consist
               of not less than five nor more than twenty-five shareholders, the
               exact number of Directors  within such minimum and maximum limits
               to be fixed and  determined  from time to time by resolution of a
               majority of the full Board of Directors or by  resolution  of the
               shareholders  at any annual or special  meeting  thereof.  Unless
               otherwise  provided by the laws of the United States, any vacancy
               in the Board of Directors  for any reason,  including an increase
               in the  number  thereof,  may be filled by action of the Board of
               Directors.

               FOURTH:  The regular annual meeting of the  shareholders  for the
               election of  directors  and the  transaction  of  whatever  other
               business  which may be brought  before said meeting shall be held
               at the  main  office,  or at such  other  place  as the  Board of
               Directors  may  designate,  on the  day of  each  year  specified
               therefor in the By-Laws of the Association, but if no election be
               held on that day it may be held on any  subsequent  day according
               to the provisions of law.

               FIFTH: The amount of authorized capital stock of this Association
               shall  be  Sixteen   Million   Five  Hundred   Thousand   Dollars
               ($16,500,000), divided into 660,000 shares of common stock of the
               par value of  Twenty-Five  Dollars  ($25) each;  but said capital
               stock  may be  increased  or  decreased  from  time  to  time  in
               accordance with the provisions of the laws of the United States.

               If the  capital  stock is  increased  by the  sale of  additional
               shares thereof,  each shareholder  shall be entitled to subscribe
               for such additional  shares in proportion to the number of shares
               of said  capital  stock owned by him at the time the  increase is
               authorized by the shareholders, unless another time subsequent to
               the  date  of  the  shareholders'   meeting  is  specified  in  a
               resolution  adopted by the  shareholders at the time the increase
               is  authorized.  The Board of  Directors  shall have the power to
               prescribe  a   reasonable   period  of  time  within   which  the
               pre-emptive  rights to  subscribe  to the new  shares of  capital
               stock must be exercised.





               If the  capital  stock is  increased  by a stock  dividend,  each
               shareholder  shall be entitled to his proportion of the amount of
               such increase in accordance  with the number of shares of capital
               stock owned by him at the time the increase is  authorized by the
               shareholders,  unless another time  subsequent to the date of the
               shareholders' meeting is specified in a resolution adopted by the
               shareholders at the time the increase is authorized.

               SIXTH: The Board of Directors shall appoint one of its members to
               be President  of this  Association.  The Board of  Directors  may
               appoint one of its members to be Chairman of the Board, who shall
               perform such duties as the Board of Directors may designate.

               The Board of  Directors  shall have the power to  appoint  one or
               more Vice  Presidents  and to  appoint a Cashier  and such  other
               officers  and  employees  as  may be  required  to  transact  the
               business of the Association.

               The Board of Directors  shall have the power to define the duties
               of the officers  and  employees  of the  Association;  to fix the
               salaries to be paid to them;  to dismiss  them;  to require bonds
               from them and to fix the penalty thereof;  to regulate the manner
               in which any increase in the capital of the Association  shall be
               made;  to manage and  administer  the business and affairs of the
               Association;  to make all By-Laws  that it may be lawful for them
               to make;  and generally to do and perform all acts that it may be
               legal for the Board of Directors to do and perform.

               The Board of Directors, without the approval of the shareholders,
               but subject to the approval of the  Comptroller  of the Currency,
               shall have the power to change the location of the main office of
               the  Association  to any other place  within the limits of Kansas
               City,  Missouri  and to  establish  or change the location of any
               branch  or  branches  to  any  other  location   permitted  under
               applicable law.

               SEVENTH:  The  corporate  existence  of  this  Association  shall
               continue  until  terminated  in  accordance  with the laws of the
               United States.

               EIGHTH: The Board of Directors of this Association,  or any three
               or more shareholders owning, in the aggregate,  not less than ten
               percentum  (10%)  of the  stock of this  Association,  may call a
               special  meeting  of  the  shareholders  at any  time;  provided,
               however, that unless otherwise provided by law, not less than ten
               (10) days prior to the date fixed for any such meeting,  a notice
               of the time,  place and purpose of the meeting  shall be given by
               first class mail, postage prepaid,  to all shareholders of record
               at their  respective  addresses  as shown  upon the  books of the
               Association.


               Subject to the provisions of the laws of the United States, these
               Articles  of  Association  may be amended  at any  meeting of the
               shareholders,  for which adequate  notice has been given,  by the
               affirmative vote of the owners of two-thirds of the stock of this
               Association, voting in person or by proxy.

               NINTH: Any person, his heirs, executors,  or administrators,  may
               be  indemnified or reimbursed by the  Association  for reasonable
               expenses actually  incurred in connection with any action,  suit,
               or  proceeding,  civil or criminal,  to which he or they shall be
               made a party by reason of his  being or having  been a  director,
               officer, or employee of the Association or any firm, corporation,
               or organization which he served in any capacity at the request of
               the Association;  provided,  however,  that no person shall be so
               indemnified  or  reimbursed  in  relation  to any  matter in such
               action,  suit,  or  proceeding  as to which he shall  finally  be
               adjudged to have been guilty of or liable for gross negligence or
               willful  misconduct  or criminal acts in the  performance  of his
               duties to the Association;  and, provided further, that no person
               shall be so  indemnified  or reimbursed in relation to any matter
               in such  action,  suit,  or  proceeding  which  has been made the
               subject of a compromise  settlement except with the approval of a
               court of  competent  jurisdiction,  or the holders of record of a
               majority of the  outstanding  shares of the  Association,  or the
               Board of  Directors,  acting by vote of directors  not parties to
               the same or substantially  the same action,  suit, or proceeding,
               constituting a majority of the whole number of the directors. The
               foregoing right of indemnification or reimbursement  shall not be
               exclusive  of other  rights  to which  such  person,  his  heirs,
               executors, or administrators, may be entitled as a matter of law.





                                                    T-1 Exhibit 2











               Certificate,   dated  January  10th,   1934,  of  the  Office  of
               Comptroller  of the Currency  authorizing  the City National Bank
               and Trust  Company of Kansas  City to  Commence  the  business of
               Banking.













                         C E R T I F I C A T E



               For and on behalf of UMB Bank, National  Association,  a national
               banking association organized under the laws of the United States
               of  America  (formerly  named  The  City National  Bank and Trust
               Company  of Kansas  City and the United  Missouri  Bank of Kansas
               City,  National  Association and United  Missouri Bank,  National
               Association),  the undersigned,  R. William  Bloemker,  Assistant
               Secretary of said  Association,  hereby  certifies  that attached
               hereto are the following:

   1)  A true and correct copy of the certificate of the
       Comptroller of the Currency, dated December 19,
       1972, evidencing a change in corporate title from
       The City National Bank and Trust Company of Kansas
       City to United Missouri Bank of Kansas City,
       National Association;

   2)  A true and correct copy of the letter of
       authorization from the Comptroller of the Currency,
       dated April 9, 1991, authorizing the Association to
       adopt the name United Missouri Bank, National
       Association; and

   3)  Certified Resolution evidencing recordation of
       change of the name of the Association to UMB Bank,
       National Association.

   Certified under the corporate seal of said Association this 11th day of
   October, 2001.



                                     Assistant Secretary


          Certificate,  dated  December  19,  1972,  of the  Comptroller  of the
     Currency  evidencing  change in corporate title from the City National Bank
     and Trust  Company of Kansas City to United  Missouri  Bank of Kansas City,
     National Association.


          Letter,  dated April 9, 1991,  from the  Comptroller  of the currency,
     authorizing  the  Association  to adopt  the  name  United  Missouri  Bank,
     National Association.











                         CERTIFIED RESOLUTION


          I hereby  certify that the following is an excerpt from a letter dated
     October 3, 1994 from the Office of the  Comptroller  of the Currency  (OCC)
     confirming the Bank's change of name:

          The OCC has recorded  that as of October 1, 1994,  the title of United
     Missouri Bank, National Association, Charter No. 13936, was changed to "UMB
     Bank, National Association."







                                          Assistant Secretary




[SEAL]






                                                  T-l    Exhibit 3







                                                C E R T I F I C A T E



          For and on  behalf  of UMB  Bank,  National  Association,  a  national
     banking  association  under the laws of the United  States of America,  the
     undersigned, R. William Bloemker,  Assistant Secretary of said Association,
     hereby  certifies that the attached  document is a true and correct copy of
     the  certificate  issued by the  Comptroller  of the Currency of the United
     States  evidencing  its  authority to exercise  fiduciary  powers under the
     statutes of the United States.

          Certified under the corporate seal of said  Association  this 11th day
     of October, 2001.



                                          Assistant Secretary


          Certificate,  dated  December  31,  1972,  of the  Comptroller  of the
     Currency  evidencing the authority of the Association to exercise fiduciary
     powers under the statutes of the United States.





                                                T-l     Exhibit No. 4








                        TO WHOM IT MAY CONCERN


    The attached ByLaws are the ByLaws for the UMB Bank, National
Association and are current as of this date.





                                          Assistant Secretary




October 11, 2001




[SEAL]


                    UMB BANK, NATIONAL ASSOCIATION BY-LAWS

                               ARTICLE I

                       Meetings of Shareholders

          Section  1.1 -  Where  Held.  All  meetings  of  shareholders  of this
     Association shall be held at its main banking house in Kansas City, Jackson
     County, Missouri, or at such other place as the Board of Directors may from
     time to time designate.

          Section 1.2 - Annual Meeting. The annual meeting of shareholders shall
     be held at 11  o'clock in the  forenoon,  or at such other time as shall be
     stated in the notice  thereof,  on the third  Wednesday  of January in each
     year or, if that day be a legal  holiday,  on the next  succeeding  banking
     day, for the purpose of electing a Board of Directors and transacting  such
     other business as may properly come before the meeting.

          Section 1.3 - Special Meetings.  Except as otherwise  provided by law,
     special  meetings of  shareholders  may be called for any  purpose,  at any
     time,  by the  Board of  Directors  or by any  three  or more  shareholders
     owning,  in  the  aggregate,  not  less  than  ten  percent  (10%)  of  the
     outstanding stock in the Association.

          Section 1.4 - Notice of Meetings.  Written notice of the time,  place,
     and  purpose  of any  meeting  of  shareholders  shall  be  given  to  each
     shareholder (a) by delivering a copy thereof in person to the  shareholder,
     or (b) by  depositing a copy thereof in the U.S.  mails,  postage  prepaid,
     addressed to the  shareholder at his address  appearing on the books of the
     Association,  in either case at least ten (10) days prior to the date fixed
     for the meeting.

          Section 1.5 - Quorum.  A majority of the  outstanding  capital  stock,
     represented  in person  or by  proxy,  shall  constitute  a quorum  for the
     transaction of business at any meeting or  shareholders,  unless  otherwise
     provided by law. A majority of the votes cast shall decide  every  question
     or matter  submitted to the  shareholders at any meeting,  unless otherwise
     provided by law or by the Articles of Association.

          Section  1.6 -  Adjournment.  Any  meeting  of  shareholders  may,  by
     majority vote of the shares  represented  at such meeting,  in person or by
     proxy, though less than a quorum, be adjourned from day to day or from time
     to time, not exceeding,  in the case of elections of directors,  sixty (60)
     days from such  adjournment,  without further notice,  until a quorum shall
     attend or the business  thereof shall be completed.  At any such  adjourned
     meeting, any business may be transacted which might have been transacted at
     the meeting as originally called.





          Section 1.7 - Voting.  Each  shareholder  shall be entitled to one (1)
     vote on each share of stock held,  except that in the election of directors
     each  shareholder  shall  have  the  right  to cast as many  votes,  in the
     aggregate,  as shall equal the number of shares owned by him, multiplied by
     the number of directors  to be elected,  and said votes may be cast for one
     director or distributed among two (2) or more candidates.  Voting may be in
     person or by proxy,  but no officer or employee of this  Association  shall
     act as proxy.  Authority  to vote by proxy shall be by written  instrument,
     dated and filed with the  records of the  meeting,  and shall be valid only
     for one meeting,  to be specified  therein,  and any  adjournments  of such
     meeting.

                              ARTICLE II

                               Directors

          Section  2.1 - Number  and  Qualifications.  The  Board  of  Directors
     (hereinafter  sometimes  referred to as the "Board")  shall  consist of not
     less than five (5) nor more than twenty-five (25)  shareholders,  the exact
     number, within such limits, to be fixed and determined from time to time by
     resolution of a majority of the full Board of Directors or by resolution of
     the shareholders at any meeting thereof; provided, however, that a majority
     of the full Board of  Directors  shall not increase the number of directors
     to a number which: (a) exceeds by more than two (2) the number of directors
     last elected by shareholders where such number was fifteen (15) or less; or
     (b) exceeds by more than four (4) the number of  directors  last elected by
     shareholders  where such number was sixteen (16) or more. No person who has
     attained  the age of seventy  (70) shall be  eligible  for  election to the
     Board of  Directors  unless such person is actively  engaged in business at
     the time of his election, but any person not so disqualified at the time of
     his election as a director  shall be entitled to serve until the end of his
     term.  All  directors  shall hold  office for one (1) year and until  their
     successors are elected and qualified.

          Section 2.2 - Advisory  Directors.  The Board of Directors may appoint
     Advisory Directors, chosen from former directors of the Association or such
     other persons as the Board shall select.  The Advisory Directors shall meet
     with the Board at all  regular  and  special  meetings of the Board and may
     participate  in such  meetings but shall have no vote.  They shall  perform
     such other  advisory  functions  and shall render such services as may from
     time to time be directed by the Board.

          Section  2.3 - Powers.  The Board  shall  manage  and  administer  the
     business and affairs of the  Association.  Except as  expressly  limited by
     law, all corporate powers of the Association  shall be vested in and may be
     exercised by said Board. It may not delegate  responsibility for its duties
     to others,  but may assign the  authority  and  responsibility  for various
     functions to such directors,  committees and officers or other employees as
     it shall see fit.





          Section 2.4 -  Vacancies.  In case of vacancy  occurring  on the Board
     through  death,  resignation,  disqualification,  disability  or any  other
     cause,  such vacancy may be filled at any regular or special meeting of the
     Board by vote of a majority of the surviving or remaining directors then in
     office.  Any director  elected to fill a vacancy  shall hold office for the
     unexpired  term of the  director  whose  place  was  vacated  and until the
     election and qualification of his successor.

               Section 2.5 - Organization Meeting.  Following the annual meeting
          of  shareholders,  the Corporate  Secretary shall notify the directors
          elect of their  election and of the time and place of the next regular
          meeting of the Board, at which the new Board will be organized and the
          members of the Board will take the oath  required by law,  after which
          the Board will appoint  committees  and the executive  officers of the
          Association,  and transact  such other  business as may properly  come
          before  the  meeting;  provided,  however,  that  if the  organization
          meeting of the Board shall be held  immediately  following  the annual
          meeting of shareholders, no notice thereof shall be required except an
          announcement thereof at the meeting of directors.

               Section 2.6 - Regular Meetings. The regular meetings of the Board
          of Directors shall be held,  without notice except as provided for the
          organization meeting, on the third Wednesday of each month at the main
          banking  house in Kansas  City,  Jackson  County,  Missouri.  When any
          regular  meeting of the Board falls upon a holiday,  the meeting shall
          be held on the next banking day, unless the Board shall designate some
          other day. A regular  monthly  meeting of the Board may,  by action of
          the Board at its preceding meeting, be postponed to a later day in the
          same month.

               Section 2.7 - Special Meetings. Special meetings of the Board may
          be called by the Corporate  Secretary on direction of the President or
          of the  Chairman of the Board,  or at the request of three (3) or more
          directors.  Each  member  of the  Board  shall  be  given  notice,  by
          telegram, letter, or in person, stating the time, place and purpose of
          such meeting.

               Section 2.8 - Quorum.  Except when  otherwise  provided by law, a
          majority  of  the  directors   shall   constitute  a  quorum  for  the
          transaction  of  business  at any  meeting,  but a lesser  number  may
          adjourn any meeting,  from time to time,  and the meeting may be held,
          as adjourned, without further notice.

               Section  2.9 - Voting.  A majority of the  directors  present and
          voting  at  any  meeting  of  the  Board  shall   decide  each  matter
          considered. A director may not vote by proxy.

               Section 2.10 - Compensation of Directors.  The compensation to be
          paid the  directors of the  Association  for their  services  shall be
          determined from time to time by the Board.





                              ARTICLE III
                   Committees Appointed by the Board

               Section 3.1 - Standing  Committees.  The standing  committees  of
          this  Association  shall  be  the  Management   Committee,   Executive
          Committee, the Officers' Salary Committee, the Discount Committee, the
          Bond  Investment  Committee,  the  Trust  Policy  Committee,  the Bank
          Examining Committee and the Trust Auditing  Committee.  The members of
          the standing  committees  shall be appointed  annually by the Board of
          Directors  at  its  organization   meeting,  or,  on  notice,  at  any
          subsequent  meeting  of the Board,  to serve  until  their  respective
          successors  shall have been appointed.  The President and the Chairman
          of the Board shall be, ex officio,  members of all standing committees
          except the Bank Examining  Committee and the Trust Auditing Committee.
          Each standing  committee  shall keep minutes of its meetings,  showing
          the action taken on all matters considered.  A report of all action so
          taken shall be made to the Board,  and a copy of such minutes shall be
          available for examination by members of the Board.

               Section 3.2 -  Management  Committee.  The  Management  Committee
          shall consist of such executive  officers of the  Association as shall
          be designated by the Board.  One of the members of the Committee shall
          be  designated  by the  Board as  Chairman.  The  Committee  may adopt
          policies (not  inconsistent with policies and delegations of authority
          prescribed  by these  By-Laws  or by the  Board)  with  respect to the
          executive  and  administrative  functions of the  Association,  and in
          general,  it shall coordinate the performance of such functions in and
          among  the  various  departments  of the  Association,  assisting  and
          advising  the  executive  officers or  department  heads upon  matters
          referred to it by such  officers or  department  heads.  The Committee
          shall make reports and recommendations to the Board upon such policies
          or other matters as it deems  advisable or as may be referred to it by
          the  Board,  and shall  have such  other  powers  and duties as may be
          delegated  or  assigned  to it by the  Board  from  time to time.  The
          secretary of the  Committee  may be  designated  by the Board,  or, in
          default  thereof,  by the Committee,  and may but need not be a member
          thereof.

               Section 3.3 - Executive Committee.  The Executive Committee shall
          consist of such  executive  officers  of the  Association  as shall be
          designated by the Board.  One of the members of the Committee shall be
          designated  by the Board as Chairman.  The  Committee  shall carry out
          such  responsibilities  and duties as the Management  Committee  shall
          delegate to it, from time to time.

               Section 3.4 - Officers'  Salary  Committee.  The Officers' Salary
          Committee  shall  consist  of  such  directors  and  officers  of  the
          Association  as may be  designated  by the Board.  It shall  study and
          consider the  compensation  to be paid to officers of the  Association
          and shall make  recommendations  to the Board with respect thereto and
          with  respect to such other  matters as may be  referred  to it by the
          Board.





               Section 3.5 - Discount  Committee.  The Discount  Committee shall
          consist of such  directors  and officers as shall be designated by the
          Board of  Directors.  It shall have the power to discount and purchase
          bills,  notes and other  evidences  of debt;  to buy and sell bills of
          exchange; to examine and approve loans and discounts;  and to exercise
          authority  regarding loans and discounts held by the  Association.  At
          each  regular  meeting  of the  Board,  the  Board  shall  approve  or
          disapprove  the report  filed with it by the  Discount  Committee  and
          record its  actions  in the  minutes  of its  meeting.  The powers and
          authority  conferred upon the Discount  Committee by this Section may,
          with the approval of the Board of Directors,  be assigned or delegated
          by it, to  officers  of the  Association,  subject to such  limits and
          controls as the Committee may deem advisable.

               Section  3.6 - Bond  Investment  Committee.  The Bond  Investment
          Committee  shall  consist of such  directors  and officers as shall be
          designated by the Board of  Directors.  It shall have power to buy and
          sell bonds, to examine and approve the purchase and sale of bonds, and
          to exercise authority regarding bonds held by the Association. At each
          regular  meeting of the Board,  the Board shall  approve or disapprove
          the report filed with it by the Bond  Investment  Committee and record
          its action in the minutes of its meeting.

               Section 3.7 - Trust Policy Committee.  The Trust Policy Committee
          shall  consist of such  directors and officers of the  Association  as
          shall be designated by the Board of Directors.  Such  committee  shall
          have  and  exercise  such of the  Bank's  fiduciary  powers  as may be
          assigned to it by the Board, with power to further assign,  subject to
          its control, the exercise of such powers to other committees, officers
          and employees.  The action of the Trust Policy Committee shall, at all
          times, be subject to control by the Board.

               Section  3.8 -  Bank  Examining  Committee.  The  Bank  Examining
          Committee  shall consist of such directors of the Association as shall
          be designated by the Board, none of whom shall be an active officer of
          the  Association.  It shall make suitable  examinations  at least once
          during  each  period  of twelve  (12)  months  of the  affairs  of the
          Association  or  cause  a  suitable  audit  to  be  made  by  auditors
          responsible  only  to the  Board  of  Directors.  The  result  of such
          examinations  shall be reported  in writing,  to the Board at the next
          regular meeting  thereafter and shall state whether the Association is
          in a sound and solvent  condition,  whether adequate internal controls
          and procedures are being maintained,  and shall recommend to the Board
          such changes as the Committee shall deem advisable. The Bank Examining
          Committee,  with the approval of the Board of Directors,  may employ a
          qualified firm of certified public  accountants to make an examination
          and audit of the  Association.  If such a procedure is  followed,  the
          annual  examination of directors,  will be deemed sufficient to comply
          with the requirements of this section of the By-Laws.





               Section  3.9 -  Trust  Auditing  Committee.  The  Trust  Auditing
          Committee  shall consist of such directors of the Association as shall
          be designated by the Board, none of whom shall be an active officer of
          the  Association.  At least once during each calendar year, and within
          fifteen  (15)  months  of the last  such  audit,  the  Trust  Auditing
          Committee shall make suitable audits of the Trust Departments or cause
          suitable audit to be made by auditors responsible only to the Board of
          Directors,  and t such time shall  ascertain  whether the  Departments
          have been  administered in accordance with law, the Regulations of the
          Comptroller and sound fiduciary practices. As an alternative,  in lieu
          of such  periodic  audits,  the Board  may elect to adopt an  adequate
          continuous audit system.

               Section 3.10 - Other Committees. The Board may appoint, from time
          to time, from its own members or from officers of the Association,  or
          both,  other  committees  of one or more persons for such purposes and
          with such powers as the Board may determine.

               Section 3.11 - Compensation of Committee Members. The Board shall
          determine the  compensation to be paid to each member of any committee
          appointed  by  it  for  services  on  such  committee,   but  no  such
          compensation  shall be paid to any  committee  member who shall at the
          time be receiving a salary from the Association as an officer thereof.

                              ARTICLE IV

                        Officers and Employees

               Section 4.1 - Chairman of the Board. The Board of Directors shall
          appoint one of its members (who may, but need not, be President of the
          Association) as Chairman of the Board. He shall preside at all meeting
          of the Board of Directors and shall have general  executive powers and
          such  further  powers and duties as from time to time may be conferred
          upon, or assigned to, him by the Board of  Directors.  He shall be, ex
          officio, a member of all standing committees except the Bank Examining
          Committee and the Trust Auditing Committee.

               Section 4.2 - President. The Board of Directors shall appoint one
          of its members to be the President of this Association.  The President
          shall be the chief executive officer of the Association, except as the
          Board of  Directors  may  otherwise  provide,  and shall  have and may
          exercise  any and all  other  powers  and  duties  pertaining  to such
          office.  He shall also have and may exercise  such further  powers and
          duties as from time to time may be conferred upon, or assigned to, him
          by the Board of  Directors.  He shall be, ex officio,  a member of all
          standing  committees except the Bank Examining Committee and the Trust
          Auditing Committee.





               Section 4.3 - Chairman of the Executive  Committee.  The Board of
          Directors may appoint a Chairman of the Executive Committee, who shall
          have general  executive  powers and shall have and may  exercise  such
          further powers and duties as from time to time may be conferred  upon,
          or assigned to, him by the Board of Directors.

               Section  4.4 - Vice  Presidents.  The  Board of  Directors  shall
          appoint one or more Vice  Presidents.  Each Vice President  shall have
          such  powers and duties as may be assigned to him by the Board and may
          be given  such  descriptive  or  functional  titles  as the  Board may
          designate.

               Section  4.5 - Trust  Officers.  The  Board  of  Directors  shall
          appoint one or more Trust Officers. Each Trust Officer shall have such
          powers and duties as may be assigned to him by the Board of  Directors
          in accordance with the provisions of Article V. The Trust Officers may
          be given  such  descriptive  or  functional  titles  as the  Board may
          designate.

               Section 4.6 - Corporate  Secretary.  The Board of Directors shall
          appoint  a  Corporate  Secretary.  The  Corporate  Secretary  shall be
          responsible for the minutes book of the Association, in which he shall
          maintain and preserve the organization papers of the Association,  the
          Articles of Association,  the By-Laws,  minutes of regular and special
          meetings  of the  shareholders  and of the  Board  of  Directors,  and
          reports  by  officers  and  committees  of  the   Association  to  the
          shareholders  and to the  Board  of  Directors.  He shall  attend  all
          meetings of the  shareholders  and of the Board of Directors and shall
          act as the  clerk of such  meetings  and  shall  prepare  and sign the
          minutes of such meetings.  He shall have custody of the corporate seal
          of the Association and of the stock transfer books, except as given to
          the Comptroller's  Department or the Corporate Trust Department to act
          as transfer  agent and registrar of the  Association's  capital stock,
          and of such other  documents  and  records  as the Board of  Directors
          shall entrust to him. The Secretary shall give such notice of meetings
          of the  shareholders  and of the Board of  Directors as is required by
          law, the Articles of the Association and the By-Laws. In addition,  he
          shall perform such other duties as may be assigned to him from time to
          time by the Board of Directors. The Assistant Secretaries shall render
          the  Corporate  Secretary  such  assistance as he shall require in the
          performance of his office. During his absence or inability to act, the
          Assistant  Secretaries shall be vested with the powers and perform the
          duties of the Corporate Secretary.

               Section  4.7 -  Cashier.  The Board of  Directors  may  appoint a
          Cashier.  He shall have such powers and shall  perform  such duties as
          may be assigned to him by resolution of the Board of Directors.





               Section 4.8 - Comptroller. The Board of Directors shall appoint a
          Comptroller.   The  Comptroller   shall  institute  and  maintain  the
          accounting  policies  and  practices   established  by  the  Board  of
          Directors.  He shall  maintain,  or cause to be  maintained,  adequate
          records  of  all  transactions  of  the   Association.   He  shall  be
          responsible  for the  preparation of reports and returns to taxing and
          regulatory  authorities,  and at  meetings  of the Board of  Directors
          shall furnish true and correct  statements of condition and statements
          of  operations of the  Association  and such further  information  and
          data, and analyses thereof,  as the Board of Directors may require. He
          shall  have  custody  of  the  Association's  insurance  policies.  In
          addition,  the  Comptroller  shall perform such other duties as may be
          assigned  to him,  from  time to time by the Board of  Directors.  The
          Assistant  Comptroller(s) shall render the Comptroller such assistance
          as he shall  require  in the  performance  of the duties of his office
          and,   during  his  absence  or  inability   to  act,  the   Assistant
          Comptroller(s),  in the order  designated  by the Board of  Directors,
          shall  be  vested  with the  powers  and  perform  the  duties  of the
          Comptroller.

               Section 4.9 - Auditor.  The Board of Directors  shall  appoint an
          Auditor of the  Association.  He shall see that adequate audits of the
          Association  are currently and regularly  made and that adequate audit
          systems and controls are established and maintained.  He shall examine
          each  department and activity of the  Association and may inquire into
          transactions  affecting  the  Association  involving  any  officer  or
          employee thereof.  The Board,  however,  may, in lieu of appointing an
          Auditor,  assign  the  duties  thereof  to the  Auditor  of the parent
          company of the Association.

               Section 4.10 - Other Officers. The Board of Directors may appoint
          one or more  Assistant  Vice  Presidents,  one or more Assistan  Trust
          Officers,  one or more  Assistant  Secretaries,  one or more Assistant
          Cashiers,  and such other officers and  Attorneys-In-Fact as from time
          to time  may  appear  to the  Board of  Directors  to be  required  or
          desirable to transact the  business of the  Association.  The power to
          appoint such assistant or the additional  officers may be delegated to
          the Chairman of the Board or the President, or to such other executive
          officer  or  officers  as the  Board may  designate,  but the power to
          appoint any officer of the Audit Department or any Assistant Secretary
          may not be so delegated. Any officer and Attorney-In-Fact appointed as
          herein  provided shall exercise such powers and perform such duties as
          pertain to his office or as may be  conferred  upon or assigned to him
          by the Board of  Directors of by the officer  authorized  to make such
          appointment.

               Section  4.11 - Tenure of Office.  The  Chairman of the Board and
          the  President  shall hold office for the current year for which Board
          of Directors of which they are members was elected,  unless  either of
          them shall resign,  become disqualified or be removed, and any vacancy
          occurring  in either of such offices  shall be filled  promptly by the
          Board of Directors.  All other officers of the Association shall serve
          at the pleasure of the Board of Directors.

               Section 4.12 - Compensation of Officers.  The compensation of the
          officers of the  Association  shall be fixed and may be altered,  from
          time to time,  by the Board of  Directors  or, in the case of officers
          appointed by another  officer,  as  authorized by Section 4.10 of this
          Article,  by the officer or officers making such appointment,  subject
          to the  supervisory  control of, and in  accordance  with the policies
          established by, the Board.

               Section 4.13 - Combining Offices. The Board of Directors,  in its
          discretion,  may combine  two or more  offices and direct that they be
          filled by the same individual, except that (a) the office of Corporate
          Secretary shall not be combined with that of the Chairman of the Board
          or  of  the  President  and  (b)  the  office  of  Auditor  shall  not
          be combined with any other office.

               Section 4.14 - Succession.  During the absence of the Chairman of
          the  Board,  or such  other  officer  designated  as  Chief  Executive
          Officer,  all of the  duties  pertaining  to his  office  under  these
          By-Laws and the resolutions of the Board of Directors  shall,  subject
          to  the  supervisory  control  of  the  Board,  devolve  upon,  and be
          performed by, the officers, successively, who are next in the order of
          authority as  established by the Board of Directors from time to time,
          or, in the absence of an order of  authority  so  established,  in the
          order  of  Chairman  of  the  Board,  President  and  Chairman  of the
          Executive Committee as may be applicable in the particular case.

               Section 4.15 - Clerks and Agents.  Any one of the Chairman of the
          Board,  President  or  Chairman  of the  Executive  Committee,  or any
          officer of the Association authorized by them, may appoint and dismiss
          all or any clerks, agents and employees and prescribe their duties and
          the  conditions of their  employment,  and from time to time fix their
          compensation.

               Section  4.16 -  Requiring  Bond.  The Board of  Directors  shall
          require such  officers and  employees of the  Association  as it shall
          designate  to give bond,  of  suitable  amount,  with  security  to be
          approved  by the  Board,  conditioned  for  the  honest  and  faithful
          discharge by each such officer or employee of his  respective  duties.
          In the discretion of the Board,  such bonds may be in blanket form and
          the premiums may be paid by the Association. The amount of such bonds,
          form of coverage, and the company acting as surety therefor,  shall be
          reviewed by the Board of Directors each year.


                               ARTICLE V

                    Administration of Trust Powers

               Section 5.1 - Trust Department.  Organization. There shall be one
          or  more  departments  of the  Association  which  shall  perform  the
          fiduciary responsibilities of the Association.

               Section 5.2 - Management  of  Department.  The Board of Directors
          shall be  responsible  for the management  and  administration  of the
          Trust Department or Departments, but is may assign or delegate such of
          its powers and  authority  to the Trust Policy  Committee  and to such
          other  committees  and  officers  of the  Association  as it may  deem
          advisable.

               Section 5.3 -  Department  Heads.  The Board of  Directors  shall
          designate  one of the Trust  Officers as the chief  executive  of each
          Trust Department.  His duties shall be to manage, supervise and direct
          all activities of such Department,  subject to such supervision as may
          be vested in the Trust  Policy and other  committees.  He shall do, or
          cause to be done,  all things  necessary  or proper in carrying on the
          business of such  Department  in  accordance  with  provisions of law,
          applicable  regulations  and policies  established by authority of the
          Board. He shall act pursuant to opinions of counsel where such opinion
          is  deemed  necessary.  He shall be  responsible  for all  assets  and
          documents  held  by  the  Association  in  connection  with  fiduciary
          matters,  in such  Department,  except as  otherwise  provided in this
          Article V.

               Section 5.4 - Custody of Securities. The Board of Directors shall
          designate two or more officers or employees of the Association to have
          joint custody of the investments of each trust account administered by
          the Trust Department or Departments.

               Section 5.5 - Trust Department  Files.  There shall be maintained
          in each  Trust  Department  files  containing  all  fiduciary  records
          necessary  to  assure  that it  fiduciary  responsibilities  have been
          properly undertaken and discharged.

               Section  5.6 -  Trust  Investments.  Funds  held  in a  fiduciary
          capacity   shall  be  invested  in  accordance   with  the  instrument
          establishing the fiduciary  relationship and governing law. Where such
          instrument  does not specify the character and class of investments to
          be made  and  does not vest in the  Association  a  discretion  in the
          matter,  funds held pursuant to such  instrument  shall be invested in
          investments in which  corporate  fiduciaries may invest under the laws
          of the State of Missouri and the decisions of its courts.


                              ARTICLE VI

                     Stock and Stock Certificates

               Section  6.1 -  Transfers.  Shares  of the  capital  stock of the
          Association   shall  be   transferable   only  on  the  books  of  the
          Association,  and a transfer book shall be kept in which all transfers
          of stock shall be recorded.

               Section  6.2 - Stock  Certificates.  Certificates  of stock shall
          bear the signatures of (i) the Chairman of the Board, the President or
          any Vice  President,  and (ii) the Secretary,  Cashier,  any Assistant
          Secretary,  or any other  officer  appointed by the Board of Directors
          for that purpose;  and the seal of the Association shall be impressed,
          engraved,  or  printed  thereon.  Such  signatures  may be  manual  or
          engraved,  printed or otherwise impressed by facsimile process; but if
          both  of  the  required   signatures   are  by  facsimile   then  such
          certificates shall be manually  countersigned by the person or persons
          thereunto  authorized by the Board of Directors.  Certificates bearing
          the facsimile signature of an authorized officer may be validly issued
          even  though the person so named shall have ceased to hold such office
          at the time of  issuance.  Each  certificate  shall recite on its face
          that the stock represented thereby is transferable only upon the books
          of the  Association  upon the surrender of such  certificate  properly
          endorsed.

               Section 6.3 - Closing  Transfer  Books or Fixing Record Date. The
          Board of Directors shall have power to close the transfer books of the
          Association for a period not exceeding  thirty (30) days preceding the
          date of any  meeting  of  shareholders,  or the date of payment of any
          dividend,  or the date of  allotment  of rights,  or the date when any
          change or  conversion  of  exchange  of shares  shall go into  effect;
          provided,  however,  that in lieu of closing the said transfer  books,
          the Board of  Directors  may fix, in advance,  a date,  not  exceeding
          thirty (30) days preceding the date of any such event,  as record date
          for the  determination of the shareholders  entitled to notice of, and
          to vote  at,  any  such  meeting  (and any  adjournment  thereof),  or
          entitled to receive  payment of any such dividend or allotment of such
          rights,  or  to  exercise  rights  in  respect  of  any  such  change,
          conversion  or  exchange  of  shares,  and in  such  case,  only  such
          shareholders  as shall  be  shareholders  of  record  at the  close of
          business  on the date of closing the  transfer  books or on the record
          date so fixed  shall be  entitled  to notice of, and to vote at,  such
          meeting (and any adjournment  thereof),  or to receive payment of such
          dividend or allotment of such rights,  or to exercise such rights,  as
          the case may be.





                              ARTICLE VII

                            Corporate Seal


               Section 7.1 - Authority to Affix.  The  President,  the Corporate
          Secretary,  the Cashier,  and any Assistant Secretary or other officer
          designated  by the Board of Directors,  shall have  authority to affix
          the corporate seal on any document  requiring such seal, and to attest
          the same. The seal shall be substantially in the following form:


                             ARTICLE VIII


                       Miscellaneous Provisions


               Section 8.1 - Fiscal  Year.  The fiscal  year of the  Association
          shall be the calendar year.

               Section  8.2  -  Execution  of   Instruments.   All   agreements,
          indentures,  mortgages, deeds, conveyances,  transfers,  certificates,
          declarations,    receipts,   discharges,   releases,    satisfactions,
          settlements,   petitions,   schedules,  accounts,  affidavits,  bonds,
          undertakings,  proxies  and  other  instruments  or  documents  may be
          signed,  executed,  acknowledged,  verified,  delivered or accepted on
          behalf of the Association by the Chairman of the Board, the President,
          any Vice  President,  or the Cashier;  and, if in connection  with the
          exercise  of  fiduciary  owers  of the  Association,  by  any of  said
          officers  or by any  authorized  officer  of the Trust  Department  or
          Departments. Any such instruments may also be executed,  acknowledged,
          verified,  delivered, or accepted on behalf of the Association in such
          other manner and by such other  officers as the Board of Directors may
          from  time  to  time  direct.  The  provisions  of  this  Section  are
          supplementary to any other provisions of these By-Laws.

               Section 8.3 - Banking Hours.  The  Association  shall be open for
          business  on such days and during such hours as may be  prescribed  by
          resolution of the Board of  Directors.  Unless and until the Directors
          shall prescribe other and different banking hours, this  Association's
          main office shall be open for business  from 9:30 o'clock a.m. to 2:00
          o'clock p.m. of each day,  except Fridays when the hours shall be from
          9:30  o'clock  a.m.  to  6:00  o'clock  p.m.,   and  except  that  the
          Association  shall be closed on Saturdays  and Sundays,  and, with the
          approval of the Board on days  recognized  by the laws of the State of
          Missouri as public holiday.





                              ARTICLE IX

                                By-Laws

               Section  9.1.  -  Inspection.  A copy of the  By-Laws,  with  all
          amendments thereto,  shall at all times be kept in a convenient  place
          at the main office of the Association and shall be open for inspection
          to all shareholders during banking hours.

               Section 9.2 - Amendments.  The By-Laws may be amended, altered or
          repealed by vote of a majority of the entire Board of Directors at any
          meeting of the Board,  provided that ten (10) days' written  notice of
          the proposed change has been given to each Director.  No amendment may
          be made  unless  the  By-Laws,  as  amended,  is  consistent  with the
          requirements  of the laws of the United States and with the provisions
          of the Articles of the Association. A certified copy of all amendments
          to the By-Laws shall be forwarded to the  Comptroller  of the Currency
          immediately after adoption.



10-1-94








                             T-l Exhibit 6
                          Consent of Trustee


               Pursuant to Section  32l(b) of the Trust  Indenture  Act of l939,
          UMB Bank,  National  Association,  a national bank organized under the
          laws  of  the  United   States,   hereby   consents  that  reports  of
          examinations  by the  Comptroller  of  the  Currency,  of the  Federal
          Deposit  Insurance   Corporation,   and  any  other  federal,   state,
          territorial  or  district   authorities   may  be  furnished  by  such
          authorities  to the Securities  and Exchange  Commission  upon request
          therefor.


                     UMB BANK, NATIONAL ASSOCIATION


                 BY:
                     Frank C. Bramwell, Senior Vice President



Date: October 11, 2001





                                                   T-1  Exhibit 7



               Consolidated Report of Condition for Insured Commercial and State
          - Chartered Savings Banks for June 30, 2001

               All Schedules are to be reported in thousands of dollars.  Unless
          otherwise  indicated,  report  the amount  outstanding  as of the last
          business day of the quarter.


Schedule RC -- Balance Sheet



                                                          Dollar Amounts in Thousands
ASSETS
     1.Cash and balances due from depository institutions (from Schedule RC-A)
           a.Noninterest-bearing balances and currency and coin1                     RCON 0081              528,042
           b.Interest-bearing balances2                                              RCON 0071                2,234
     2.Securities:
           a.Held-to-maturity securities (from Schedule RC-B, column A)              RCON 1754              498,337
           b.Available-for-sale securities (from Schedule RC-B, column D)            RCON 1773            2,126,274
     3.Federal funds sold and securities purchased under agreements to resell        RCON 1350              188,306
     4.Loans and lease financing receivables (from Schedule RC-C):
           a.Loans and leases held for sale                                          RCON 5369                9,257
           b.Loans and leases, net of unearned income                                RCON B528            2,452,256
           c.LESS: Allowance for loan and lease losses                               RCON 3123               27,611
           d.Loans and leases, net of unearned income and allowance (item 4.b minus
             4.c)                                                                    RCON B529            2,424,645
     5.Trading assets (from Schedule RC-D)                                           RCON 3545               74,597
     6.Premises and fixed assets (including capitalized leases)                      RCON 2145              196,897
     7.Other real estate owned (from Schedule RC-M)                                  RCON 2150                6,578
     8.Investments in unconsolidated subsidiaries and associated companies (from
       Schedule RC-M)                                                                RCON 2130                    0
     9.Customers' liability to this bank on acceptances outstanding                  RCON 2155               15,659
    10.Intangible assets:
           a.Goodwill                                                                RCON 3163               41,482
           b.Other intangible assets (from Schedule RC-M)                            RCON 0426                1,500
    11.Other assets (from Schedule RC-F)                                             RCON 2160              140,983
    12.Total assets (sum of items 1 through 11)                                      RCON 2170            6,254,791
LIABILITIES
    13.Deposits:
           a.In domestic offices (sum of totals of columns A and C from Schedule
             RC-E)                                                                   RCON 2200            4,632,442
                 (1)Noninterest-bearing3                                             RCON 6631            1,571,061
                 (2)Interest-bearing                                                 RCON 6636            3,061,381
           b.Not applicable
    14.Federal funds purchased and securities sold under agreements to repurchase    RCON 2800              805,520
    15.Trading liabilities (from Schedule RC-D)                                      RCON 3548                    0
    16.Other borrowed money (includes mortgage indebtedness and obligations under
       capitalized leases) (from Schedule RC-M)                                      RCON 3190              158,265
    17.Not applicable
    18.Bank's liability on acceptances executed and outstanding                      RCON 2920               15,659
    19.Subordinated notes and debentures4                                            RCON 3200                    0
    20.Other liabilities (from Schedule RC-G)                                        RCON 2930               92,383
    21.Total liabilities (sum of items 13 through 20)                                RCON 2948            5,704,269
    22.Minority interest in consolidated subsidiaries                                RCON 3000                    0
EQUITY CAPITAL
    23.Perpetual preferred stock and related surplus                                 RCON 3838                    0
    24.Common stock                                                                  RCON 3230               16,500
    25.Surplus (exclude all surplus related to preferred stock)                      RCON 3839              148,041
    26.    a.Retained earnings                                                       RCON 3632              372,915
           b.Accumulated other comprehensive income5                                 RCON B530               13,066
    27.Other equity capital components6                                              RCON A130                    0
    28.Total equity capital (sum of items 23 through 27)                             RCON 3210              550,522
    29.Total liabilities, minority interest, and equity capital (sum of items 21,
       22, and 28)                                                                   RCON 3300            6,254,791


Memorandum
To be reported with the March Report of Condition.
     1.Indicate in the box at the right the number of the statement below that best
       describes the most comprehensive level of auditing work performed for the
       bank by independent external auditors as of any date during 2000              RCON 6724                  N/A

1 =  Independent audit of the bank conducted in           4 = Directors' examination of the bank conducted in
     accordance with generally accepted auditing              accordance with generally accepted auditing
     standards by a certified public accounting firm          standards by a certified public accounting firm (may
     which submits a report on the bank                       be required by state chartering authority)
2 =  Independent audit of the bank's parent holding       5 = Directors' examination of the bank performed by
     company conducted in accordance with generally           other external auditors (may be required by state
     accepted auditing standards by a certified public        chartering authority)
     accounting firm which submits a report on the
     consolidated holding company (but not on the bank
     separately)
                                                          6 = Review of the bank's financial statements by
                                                              external auditors
                                                          7 = Compilation of the bank's financial statements by
                                                              external auditors
3 =  Attestation on bank management's assertion on the    8 = Other audit procedures (excluding tax preparation
     effectiveness of the bank's internal control over        work)
     financial reporting by a certified public accounting
     firm
                                                          9 = No external audit work

- ---------------------------

 1Includes cash items in process of collection and unposted debits.
 2Includes time certificates of deposit not held for trading.
 3Includes total demand deposits and noninterest-bearing time and savings deposits.
 4Includes limited-life preferred stock and related surplus.
 5Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses)
  on cash flow hedges, and minimum pension liability adjustments.
 6Includes treasury stock and unearned Employee Stock Ownership Plan shares.

EX-25

EXHIBIT 25B
                                                  FORM T - 1

                                       SECURITIES AND EXCHANGE COMMISSION
                                             Washington, D.C.  20549

                                       STATEMENT OF ELIGIBILITY UNDER THE
                                  TRUST INDENTURE ACT OF 1939 OF A CORPORATION
                                          DESIGNATED TO ACT AS TRUSTEE

                                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
                                OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)______

                                       COMMERCE BANK, NATIONAL ASSOCIATION
                                       -----------------------------------
                               (exact name of trustee as specified in its charter)

                                        NATIONAL BANKING ASSOCIATION
                              -----------------------------------------------
                                 (State of incorporation if not a national bank)

                                                   44-0206815
                                                   ----------
                                      (I.R.S. employer identification No.)

                                   1000 WALNUT STREET, KANSAS CITY, MISSOURI
                                   -----------------------------------------
                                    (Address of principal executive offices)

                                                      64106
                                                      -----
                                                   (Zip Code)

                                                 William E. Ekey
                                                 ---------------
                             922 Walnut Street, Kansas City, MO 64106 (816) 234-2102
                             -------------------------------------------------------
                            (Name, Address and telephone number of agent for service)

                                            Farmland Industries, Inc.
                                            -------------------------
                              (Exact name of obligator as specified in its charter)

                                                     Kansas
                                                     ------
               (State or other jurisdiction of incorporation or organization)

                                                   44-0209330
                                                   ----------
                                      (I.R.S. Employer Identification No.)

                                12200 N. Ambassador Drive, Kansas City, Missouri
                                ------------------------------------------------
                                    (Address of principal executive offices)

                                                      64136
                                                      -----
                                                   (Zip Code)

                                          Subordinated Debt Securities

                                       (Title of the indenture securities)











ITEM 1.           General Information.

                  Furnish the following information as to the trustee:

                  (a)    Name and address of each examining or supervising
                         authority to which it is subject.

                                 Comptroller of the Currency,
                                 Washington, D.C.

                  (b)    Whether it is authorized to exercise corporation trust                  powers.

                                 Yes.


ITEM 2.           Affiliations with obligor and underwriters.

                  If the obligor or any underwriter for the obligor is an       affiliate        of the
trustee, describe each such affiliation.

                                                      NONE


ITEM 3.           Voting securities of the trustee.

                  Furnish the following information as to each class of voting  securities of the trustee:

                              As of September 30, 2001


- ---------------------------------------------------------------------------
      COL. A.                                                 COL. B.
Title of class                                         Amount Outstanding
- --------------                                         ------------------

Capital Stock - par $20                               900,000 Shares




                  [The remainder of this page was intentionally left blank]











ITEM 4.           Trusteeships under other indentures.

                  If the trustee is a trustee under another indenture under which       any other securities,
or certificates of interest or   participation in any other securities, of the obligor are       outstanding,
furnish the following information:

                         (a)     Title of the securities outstanding under each such
other indenture.

                  Subordinated Capital Investment Certificates (under Indenture         dated November 8,
1984) due 5 years from date of issue (34th  Indenture)

                                                       and

                  Subordinated Capital Investment Certificates (under Indenture         dated November 8,
1984) due 10 years from date of issue (35th          Indenture)

                                                       and

                  Subordinated Capital Investment Certificates (under Indenture         dated November 8,
1984) due 20 years from date of issue (36th          Indenture)

                                                       and

                  Subordinated Monthly Income Capital Investment Certificates   (under Indenture dated
November 8, 1984) due 10 years from date    of issue (37th Indenture)

                                                       and

                  Subordinated Individual Retirement Account Certificates (under        Indenture dated
November 8, 1984) due 10 years from date of          issue (38th Indenture)

                                                       and

                  Subordinated Monthly Income Capital Investment Certificates   (under Indenture dated
November 11, 1985) due 5 years from date    of issue (39th Indenture)

                                                      and

                  Subordinated Debenture Bonds, Series A-H (under subordinated  Indenture  dated as of December
4, 1997) (41st Indenture)

                         (b)     A brief statement of the facts relied upon as a basis                    for
the claim that no conflicting interest within the                      meaning of Section 310 (b) (1) of the
Act arises as a                  result of the trusteeship under any such other
indenture, including a statement as to how the                                  securities will rank with the
securities issued under                 such other indenture.

                                 The securities issued, or to be issued, under the indentures named herein are
                                wholly unsecured and rank equally with each other without priority.







ITEM 5.           Interlocking directorates and similar relationships with
                  obligor or underwriters.

                  If the trustee or any of the directors or executive officers of he trustee is a director,
                  officer, partner, employee, appointee, or representative of the obligor or of any
                  underwriter for the obligor, identify each such person having any such connection and state
                  the nature of each such connection.

                                 Robert Honse, Chief Operating Officer of Farmland Industries, Inc., is a
                                 member of Commerce Bank's Kansas City market advisory board (non-voting
                                 board).

ITEM 6.           Voting securities of the trustee owned by the obligor or its  officials.

                  Furnish the following information as to the voting securities         of the trustee owned
beneficially by the obligor and each    director, partner and executive officer of the obligor.

                                     As of September 30, 2001

- ---------------------------------------------------------------------------
  COL. A.        COL. B.        COL. C.                  COL. D.
                                Amount           Percentage of voting
  Name of        Title of       owned            securities represented by
  owner          class          beneficially     amount given in Col. C.
- ---------        --------       ------------     -------------------------

                                                      NONE











                            [The remainder of this page was intentionally left blank]





ITEM 7.           Voting securities owned by underwriters or their officials.

                  Furnish the following information as to the voting securities
                  of the trustee owned beneficially by each underwriter for the
                  obligor and each director, partner, and executive officer or
                  each underwriter.

                           As of September 30, 2001

- ---------------------------------------------------------------------------
  COL. A.          COL. B.          COL. C.           COL. D.
                                                            Percentage of voting
                                                 securities represented
  Name of          Title of      Amount Owned    by amount given in
  owner            class         beneficially    Col. C.
- ---------          --------      ------------    ----------------------

                                                      NONE


ITEM 8.           Securities of the obligor owned or held by the trustee.

                  Furnish the following information as to the securities of the         obligor owned
beneficially or held as collateral security for      obligations in default by the trustee.

                           As of September 30, 2001

___________________________________________________________________________ COL. A.        COL. B.
COL. C.                   COL. D.
            Whether the        Amount owned              Percent of
                  securities are     beneficially or held as   class represented   Title of  voting or
non-     collateral security for   by amount given
  class     voting securities  obligations in default    in Col. C.
- ---------   -----------------  -----------------------   -----------------

                                                      NONE


ITEM 9.           Securities of underwriters owned or held by the trustee.

                  If the trustee owns beneficially or holds collateral security
                  for obligations in default any securities of an underwriter
                  for the obligor, furnish the following information as to each
                  class of securities of such underwriter any of which are so
                  owned or held by the trustee.

                           As of September 30, 2001

- --------------------------------------------------------------------------
  COL. A.          COL. B.          COL. C.                   COL. D.
                            Amount owned beneficially   Percent of
Name of issuer              or held as collateral       class represented       and         Amount
security for obligations    by amount given
title of class outstanding  in default by trustee       in Col. C.
- -------------- -----------  -------------------------   --------------

                                                      NONE





ITEM 10.          Ownership or holdings by the trustee of voting securities of certain affiliates or security
                  holders of the obligor.

                  If the trustee owns beneficially or holds as collateral security for obligations in default
                  voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or
                  more of the voting securities or the obligor or (2) is an affiliate, other than a subsidiary
                  or the obligor, furnish the following information as to the voting securities of such person.

                           As of September 30, 2001

- ---------------------------------------------------------------------------
  COL. A.          COL. B.          COL. C.                   COL. D.
                             Amount owned beneficially   Percent of
Name of issuer               or held as collateral       class represented       and          Amount
security for obligations    by amount given
title of class  outstanding  in default by trustee       in Col. C.
- --------------  -----------  -------------------------   -----------------

                                                      NONE


ITEM 11.          Ownership or holdings by the trustee of any securities of a
                  person owning 50 percent or more of the voting securities of
                  the obligor.

                  If the trustee owns beneficially or holds as collateral security for obligations in default
                  any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of
                  the voting securities of the obligor, furnish the following information as to each class of
                  securities of such person any of which are so owned or held by the trustee.

                           As of September 30, 2001

- ---------------------------------------------------------------------------
  COL. A.          COL. B.          COL. C.                   COL. D.
                              Amount owned beneficially   Percent of
Name of issuer                or held as collateral       class represented       and          Amount
security for obligations    by amount given
title of class   outstanding  in default by trustee       in Col. C.
- --------------   -----------  -------------------------   -----------------

                                                      NONE

ITEM 12.          Indebtedness of the Obligor to the Trustee

                  Except as noted in the instructions, if the obligor is indebted to the trustee, furnish the
                  following information:
__________________________________________________________________________      COL. A.                COL.
B.               COL. C

Nature of Indebtedness          Amount Outstanding        Date Due
- ----------------------          ------------------        --------

Line of Credit                        $16,491,736.93    November 9, 2001





ITEM 13.          Defaults by the Obligor

                  (a) State whether there is or has been a default with respect to the securities under this
                  indenture.  Explain the nature of any such default

                                 There is not currently, nor has there been a default with respect to the
                                 securities under the indentures.

                  (b) If the trustee is a trustee under another indenture under which any other securities, or
                  certificates of interest or participation in any other securities, of the obligor are
                  outstanding, or is trustee for more than one outstanding series of securities under the
                  indenture, state whether thee has been a default under any such indenture or series,
                  identify the indenture or series affected, and explain the nature of any such default.

                                 There has been no default under any of the securities for which the Trustee
                                 is a Trustee under any other indenture.

ITEM 14.          Affiliations with the Underwriters

                  If any underwriter is an affiliate of the trustee, describe each such affiliation.

                                 No underwriter is an affiliate of the trustee.

ITEM 15.  Foreign Trustee

                  Identify the order or rule pursuant to which the foreign trustee is authorized to act as
                  sole trustee under indentures qualified or to be qualified under the Act.

                                 Not applicable.

ITEM 16.          List of Exhibits:

                  1.     A copy of the articles of association of the trustee as
                       now in effect.

                  2.     A copy of the certificate of authority of the trustee to       commence business, if
not contained in the articles of                        association.

                  3.     A copy of the authorization of the trustee to exercise         corporate trust
powers.

                  4.     A copy of the existing By-Laws of the trustee or instruments corresponding thereto.

                  5.     A copy of each indenture referred to in Item 4 hereof.

                  6.     The consents of the trustee required by Section 321(b)
                         of the Act.

                  7.     A copy of the latest report of condition of the trustee        published pursuant to
law or the requirements of the                          supervising examining authority.











                                                    SIGNATURE


                  Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Commerce Bank,
National Association, a banking association organized and existing under the laws of the United States, has
duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Kansas City, and State of Missouri, on the  31st  day of  October, 2001.
                                                                          ------        ---------------



                                               COMMERCE BANK,
                                                 NATIONAL ASSOCIATION




                                             By:      /s/William E. Ekey
                                                 ---------------------------
                                                   William E. Ekey
                                                   Vice-President





                                                                                                      EXHIBIT 1













                      COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN EFFECT





                                            ARTICLES OF ASSOCIATION
                                            -----------------------


         FIRST.  The title of this Association shall be Commerce Bank, National Association.
         -----

         SECOND.  The main office of the Association shall be in the City of Kansas City, County of Jackson,
         ------
State of Missouri.  The general business of the Association shall be conducted at its main office and its
branches.

         THIRD.  The Board of Directors of this Association shall consist of not less than five nor more than
         -----
twenty-five shareholders, the exact number of Directors within such minimum and maximum limits to be fixed
and determined from time to time by resolution of a majority of the full Board of Directors or by resolution
of the shareholders at any annual or special meeting thereof.  Unless otherwise provided by the laws of the
United States, any vacancy in the Board of Directors for any reason, including an increase in the number
thereof, may be filled by action of the Board of Directors.

         FOURTH.  The annual meeting of the shareholders for the election of Directors and the transaction of
         ------
whatever other business may be brought before said meeting shall be held at the main office or such other
place as the Board of Directors may designate, on the day of each year specified therefor in the By-Laws, but
if no election is held on that day, it may be held on any subsequent day according to the provisions of law;
and all elections shall be held according to such lawful regulations as may be prescribed by the Board of
Directors.

         Nominations for election to the Board of Directors may be made by the Board of Directors or by any
shareholder of any outstanding class of capital stock of the bank entitled to vote for election of directors.

         FIFTH.  The authorized amount of capital stock of this Association shall be 100,000 shares of common
         -----
stock of the par value of one hundred dollars ($100.00) each; but said capital stock may be increased or
decreased from time to time, in accordance with the provisions of the laws of the United States.

         No holder of shares of the capital stock of any class of the corporation shall have any preemptive
or preferential right of subscription to any shares of any class of stock of the corporation, whether now or
hereafter authorized, or to any obligations convertible into stock of the corporation, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the Board of Directors, in its
discretion, may from time to time determine and at such price as the Board of Directors may from time to time
fix.

         The Association, at any time and from time to time, may authorize and issue debt obligations,
whether or not subordinated, without the approval of the shareholders.

         SIXTH.  The Board of Directors shall appoint one of its members President of this Association, who
         -----
shall be Chairman of the Board, unless the Board appoints another director to be the Chairman.  The Board of
Directors shall have the power to appoint one or more Vice Presidents; and to appoint a Cashier and such
other officers and employees as may be required to transact the business of this Association.

         The Board of Directors shall have the power to define the duties of the officers and employees of
the Association; to fix the salaries to be paid to them; to dismiss them; to require bonds from them and to
fix the penalty thereof; to regulate the manner in which any increase of the capital of the Association shall
be made; to manage and administer the business and affairs of the Association; to make all By-Laws that it
may be lawful for them to make; and generally to do and perform all acts that it may be legal for a Board of
Directors to do and perform.

         SEVENTH.  The Board of Directors shall have the power to change the location of the main office to
         -------
any other place within the limits of Kansas City, Missouri, without the approval of the shareholders, and
shall have the power to establish or change the location of any branch or branches of the Association to any
other location without the approval of the shareholders but subject to the approval of the Comptroller of the
Currency.

         EIGHTH.  The corporate existence of this Association shall continue until terminated in accordance
         ------
with the laws of the United States.

         NINTH.  The Board of Directors of this Association, or any shareholder owning, in the aggregate, not
         -----
less than 25 per cent of the stock of this Association, may call a special meeting of shareholders at any
time.  Unless otherwise provided by the laws of the United States, a notice of the time, place, and purpose
of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid,
mailed at least ten days prior to the date of such meeting to each shareholder of record at his address as
shown upon the books of this Association.

         TENTH.  This Association shall, to the fullest extent permissible under The General and Business
         -----
Corporation Law of Missouri, (a) indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding, other than an action by or in the
right of the corporation, by reason of the fact that such person is or was a director, officer or employee of
this Association, or is or was serving at the request of this Association as a director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful, and (b) indemnify any person who was or is a party
or is threatened to be made a party to any threatened pending or completed action or suit by or in the right
of the Association to procure a judgment in its favor by reason of the fact that such person is or was a
director, officer or employee of the Association or is or was serving at the request of the Association as a
director, officer or employee of another corporation against expenses and amounts paid in settlement actually
and reasonably incurred by him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of
the Association, and indemnification shall be made in the event of negligence or misconduct in the
performance of duties to the corporation only to the extent that the court in which the action or suit was
brought determines upon application that the person is fairly and reasonably entitled to indemnity for such
expenses; provided, however, that no such indemnification shall be available to any person against expenses
or civil money penalties arising from final orders in an administrative proceeding or action instituted by an
appropriate bank regulatory agency assessing such civil money penalties or requiring affirmative action by an
individual or individuals in the form of payments to this Association; and, provided further, that all
advances to an officer, director or employee to indemnify such party against expenses incurred in an action
instituted by the Comptroller of the Currency shall be made subject to reimbursement if a final order is
entered assessing civil money penalties or requiring payments to be made to this Association and before any
advances are made the Board of Directors of this Association in good faith has determined in writing that all
the following conditions are met:

1.       The officer, director or employee has a substantial likelihood of prevailing on the merits;

2.       In the event the officer, director or employee does not prevail, he or she will have the financial
         capability to reimburse this Association; and

3.       Payment of expenses by this Association will not adversely affect the Association's safety and
         soundness;

and provided further, the Association may purchase insurance covering the liability of its directors,
officers, or employees, and pay the premiums therefor, to the extent authorized under The General and
Business Corporation Law of Missouri, except that any such insurance shall exclude insurance coverage for a
formal order assessing civil money penalties against a bank director or employee.

         ELEVENTH.  These Articles of Association may be amended at any regular or special meeting of the
         --------
shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless
the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.









                                                                                                      EXHIBIT 2













                                               COPY OF THE CHARTER





                                                                                                      EXHIBIT 3













                                    COPY OF THE AUTHORIZATION OF THE TRUSTEE
                                       TO EXERCISE CORPORATE TRUST POWERS
















                                                    BY-LAWS  OF

                                        COMMERCE  BANK,  NATIONAL ASSOCIATION

                                               KANSAS  CITY,  MISSOURI



































                                                     BY-LAWS  OF

                                       COMMERCE  BANK,  NATIONAL  ASSOCIATION

                                                KANSAS CITY, MISSOURI




                                                      ARTICLE I

                                                STOCKHOLDERS' MEETING

                  Section 1.1       Stockholders' Annual Meeting.  The annual meeting of the stockholders of
                                    ----------------------------
         this Association for the election of directors and the transaction of other business shall be held
         at the offices of the Association in Kansas City, Missouri, on the third Tuesday of February in each
         year, and shall be convened by the Chairman of the Board or the President at the hour of ten o'clock
         A.M., or in lieu thereof the stockholders may elect such directors and transact such other business
         by executing a written document evidencing their unanimous consent thereto and causing such written
         document to be filed in the official records of this Association by the Secretary.

                  Section 1.2       Special Meetings of Stockholders.  Special meetings of the stockholders
                                    --------------------------------
         may be called by the Chairman of the Board or the President at any time, and shall be called
         whenever so directed by resolution of the Board of Directors, or whenever stockholders holding a
         majority of the capital stock issued and outstanding, request either of them in writing so to do.

                  Section 1.3       Notice.  Notice of each annual and each special meeting of stockholders
                                    ------
         shall be given by the Secretary as required by law; provided, that notice of any meeting of
         stockholders may be waived by any stockholder executing a written waiver of notice either before,
         during or after such meeting.  The execution of a document evidencing the unanimous consent of all
         stockholders shall constitute the waiver of any notice required for the taking of such action.

                  Section 1.4       Votes.  Each share of stock shall entitle its owner to one vote, and in
                                    -----
         case of election for Directors, each stockholder shall have the right to cast as many votes in the
         aggregate as shall equal the number of shares held by such stockholder, multiplied by the number of
         directors to be elected, and may cast the whole number of votes, in person or by proxy, for one
         candidate or distribute them among two or more.

                  Section 1.5       Proxies.  Stockholders may vote at any meeting of the stockholders by
                                    -------
         proxies duly authorized in writing; provided, however, that each proxy shall be valid only for the
         specific meeting of stockholders specified therein and at any adjournments of such meeting, and,
         provided further, that no officer or employee of this Association shall act as proxy.  Proxies shall
         be dated and shall be filed with the records of the meeting.







                                                     ARTICLE II

                                                      DIRECTORS

                     Section 2.1    Board of Directors.  The affairs of this Association shall be controlled
                                    ------------------
             and managed by a Board of Directors (hereinafter referred to as the "Board") consisting of not
             less than five nor more than twenty-five shareholders, the exact number within such minimum and
             maximum limits to be fixed and determined from time to time by resolution of a majority of the
             full Board or by resolution of the shareholders at any meeting thereof; provided, however, that a
             majority of the full Board may not increase the number of directors to a number which: (i)
             exceeds by more than two the number of directors last elected by shareholders where such number
             was fifteen or less; and (ii) exceeds by more than four the number of directors last elected by
             shareholders where such number was sixteen or more, but in no event shall the number of directors
             exceed twenty-five.











         In addition the Board may appoint, from time to time, one or more Advisory Directors to serve in
advisory capacities only without the power of final decision in matters concerning the business of this
Association; and the Board delegates to the Chairman, Vice Chairman or President the power and authority to
appoint, from time to time, one or more Advisory Directors to serve in advisory capacities in the various
market regions of this Association and to establish compensation for such Advisory Directors.

         Advisory Directors  shall be subject to the same requirements relating to retirement as other
directors.  Advisory Directors may also serve in an advisory capacity on any committee; provided, that an
Advisory Director may not fill any committee position which, according to these By-Laws, must be filled by a
regular member of the Board.

         Section 2.2       Retirement of Directors.  No person shall be elected a director of this Association
                           -----------------------
who shall have attained the age of 70 years, and each person serving as a director of this Association upon
attaining the age of 70 years shall be deemed to have submitted his resignation as a director of this
Association with such resignation to become effective on the day such director attains the age of 70 years.
Notwithstanding the foregoing, a director who is also an officer of this Association shall retire from the
Board on the date he shall resign, retire or otherwise terminate his services as an officer of this
Association.  The election or re-election by mistake or otherwise of a director in violation of the aforesaid
policy shall not, ipso facto, void such election or re-election or nullify any actions such person might take
as a director.

         Section 2.3       Board Meetings.  Regular meetings of the Board shall be held at the office of the
                           --------------
Association in Kansas City, Missouri, or such other place as the Board shall determine, either within or
without the State of Missouri at the hour of 9:00 in the morning, on the second Monday of each month, if not
a legal holiday, and if the same be a legal holiday, then on the first day following which is not a legal
holiday.  No notice shall be required for any such regular monthly meetings of the Board, and any and all
business may be transacted thereat.  Meetings of the Board or any Committee of the Board may be conducted in
a manner such that members of the Board may participate by means of conference video or similar
communications equipment whereby all persons participating in the meeting can see and hear each other, and
participation in this manner shall constitute presence in person at the meeting.

         At the first regular meeting of the Board following a stockholders meeting at which directors are
elected, the Board shall first proceed with the organization of the new Board and shall elect and appoint
such officers as these By-Laws or the Board may prescribe.

         Section 2.4       Special Board Meetings.  Special meetings of the Board may be held at any time on
                           ----------------------
the call of the Chairman of the Board, the Chairman of the Executive Committee, if one be elected, or the
President, or any three (3) directors.

         Section 2.5       Notice of Board Meetings.  While no notice shall be required for any regular
                           ------------------------
meeting of the Board, nevertheless, the Secretary, for the information of the directors, shall mail to each
director a written or printed notice specifying the time and place of such meeting, addressed to him at his
last known business address (postage prepaid), not less than twenty-four (24) hours before the hour fixed for
the meeting.  Except in the case of special meetings called by reason of emergency, as hereinafter provided,
notice of the time and place of special meetings shall be given by the Secretary, in writing, delivered to,
or by telephone message communicated to, or by prepaid telegram deposited in the telegraph office at Kansas
City, Missouri, addressed to each director not less than twenty-four (24) hours before the hour fixed for the
meeting.  Such notices and communications may be addressed to or communicated to such director at his last
known place of business or residence, and shall be sufficient if delivered to, addressed to, or communicated
to, such place of business or residence.  If in the opinion of the Chairman of the Board, or the President,
and of three directors, the matters to be presented at such special meeting are so urgent in their character
as to constitute an emergency requiring a shorter notice, and they shall so certify in writing, notice of
such meeting may be given in the same manner as hereinbefore provided, but shall be sufficient if given at
least one (l) hour before the hour fixed for the meeting.  Unless otherwise indicated in the notice thereof,
any and all business may be transacted at a special meeting.

         Section 2.6       Quorum.  A majority of the directors shall constitute a quorum at any meeting,
                           ------
except when otherwise provided by law, but a lesser number may adjourn any meeting from time to time and the
meeting may be held, as adjourned, without further notice.

         Section 2.7       Vacancies.  When any vacancy occurs among the directors the remaining members of
                           ---------
the Board, in accordance with the laws of the United States, may appoint a director to fill such vacancy at
any regular meeting of the Board or at a special meeting called for that purpose.

         Section 2.8       Compensation of Directors.  The compensation of Directors and Advisory Directors of
                           -------------------------
this Association for services shall be  established by the Board; provided that no such compensation shall be
paid to any director who shall at the time be receiving a salary from the Association, the parent of the
Association or any other subsidiary of the parent, as an officer thereof, without express order from the
Board.


                                                     ARTICLE III

                                                     COMMITTEES

         Section 3.1       Executive Committee.  The Executive Committee shall consist of  five (5) directors,
                           -------------------
of whom the Chairman of the Board, the Chairman of the Executive Committee, if one be so elected, and the
President shall be members and such other members of the Board as may be appointed, from time to time, by the
Chairman of the Board with the approval of the Board.

         The Executive Committee shall have, and exercise, all the powers of the Board during the intervals
between meetings of the Board, including the power to control the conduct of the Association's business, and
full power to appoint committees and prescribe their duties, and to direct the actions of all officers,
agents and employees of the Association.

         The Executive Committee shall meet at the office of the Association on such days and at such hour as
meetings of such Committee may be called, from time to time, by any three members thereof, or by the Chairman
of the Executive Committee, the Chairman of the Board, or the President.  Notices of meetings shall be given
in the same manner as is provided for in the case of special emergency meetings of the Board.  Three (3)
members of the Executive Committee shall constitute a quorum for the transaction of business.  Unless
otherwise indicated in the notice thereof, any and all business may be transacted at any meeting of the
Committee.

         Minutes of the meetings of the Executive Committee shall be recorded in chronological order in the
same Minute Book of the Association in which the minutes of the meetings of the stockholders and of the Board
are recorded, and shall be approved at the next succeeding meeting of the Board as the report of that
committee to the Board, together with any special report that said Committee may wish to make to the Board
not contained in said minutes.

         Section 3.2       Other Committees.  From time to time the Board may create such other committees,
                           ----------------
consisting of such persons, as the Board may determine to be necessary or desirable and may fix the powers
and duties of any such committee.

         Section 3.3       Compensation of Committee Members.  The compensation of committee members for
                           ---------------------------------
service shall be established by the Board for each meeting attended; provided, that no such compensation
shall be paid to any committee member who shall at the time be receiving a salary from the Association, the
parent of the Association or any other subsidiary of the parent, as an officer thereof, without express order
from the Board.


                                                     ARTICLE IV

                                                      OFFICERS

         Section 4.1  Executive Officers.  The executive officers of this Association shall be the Chairman
                      ------------------
of the Board, the Vice Chairman of the Board, if one or more is so elected, the Chairman of the Executive
Committee, if one be so elected, the President, the Executive Vice Presidents and the Secretary.  Any person
may hold two or more offices except the offices of President and Secretary.

         Section 4.2       Chairman of the Board.  The Board shall elect one of its members to be Chairman of
                           ---------------------
the Board.  He shall preside at all meetings of the Board and shall supervise the establishment of policies
adopted or approved by the Board.  He shall have general executive powers, including, by way of illustration,
the power to fix remuneration of officers, agents and employees; to employ and dismiss any officer, agent or
employee; and to assign officers, agents and employees to duties in the various areas of the Association, as
well as the specific powers conferred by these By-Laws and shall also have and may exercise such further
powers and duties as may from time to time be conferred upon, or assigned to him by the Board.

         Section 4.3       Vice Chairman of the Board.  The Board may elect one or more of its members to the
                           --------------------------
office of Vice Chairman of the Board.  In the absence of the Chairman, any Vice Chairman may preside at any
meeting of the Board.  The Vice Chairman of the Board shall assist the Chairman of the Board in establishing
policies adopted or approved by the Board.  A Vice Chairman of the Board shall have such general executive
powers as may be assigned by the Chairman as well as specific powers conferred by these By-Laws, and shall
also have and may exercise such further powers and duties as may from time to time be conferred upon or
assigned to him by the Board.

         Section 4.4       Chairman of the Executive Committee.  The Board may elect one of its members to the
                           -----------------------------------
office of Chairman of the Executive Committee, and such officer shall preside over all meetings of the
Executive Committee.  In the absence of the Chairman or any Vice Chairman of the Board, the Chairman of the
Executive Committee shall preside at any meeting of the Board.  The Chairman of the Executive Committee shall
have such general executive powers as may be assigned by the Chairman as well as specific powers conferred
upon or assigned to him by the Board.

         Section 4.5       President.  The Board shall elect one of its members to be President of the
                           ---------
Association.  In the absence of the Chairman, any Vice Chairman, or Chairman of the Executive Committee, the
President shall preside at any meeting of the Board.  The President shall have such general executive powers
as may be assigned by the Chairman, and shall have and may exercise any and all other powers and duties
pertaining by law, regulation, or practice, to the office of President, or imposed by these By-Laws, and
shall also have and may exercise such further powers and duties as may from time to time be conferred upon or
assigned to him by the Board.

         Section 4.6       Vice President.  The Board shall elect one or more Vice Presidents and may classify
                           --------------
one or more of such Vice Presidents so elected as Executive Vice President, Senior Vice President or
otherwise as the Board may deem appropriate.  The office of  Executive Vice President shall be deemed
executive offices of the Association and the persons holding such office shall be authorized to participate
in the major policy making functions of the Association and shall additionally have such powers and duties as
imposed by the By-Laws or assigned or conferred from time to time by the Board, the Chairman of the Board, a
Vice Chairman or the President.  Each Executive Vice President shall have and may exercise any and all powers
and duties pertaining to the office of Executive Vice President as imposed by these By-Laws and shall also
have and may exercise such further powers and duties as may from time to time be conferred upon or assigned
to him by the Board, the Chairman of the Board, a Vice Chairman or the President.

         Section 4.7       Secretary.  The Board shall elect  a Secretary (who may also be designated as
                           ---------
Cashier) who shall be the Secretary of the Board and of the Association.  He shall attend the meetings of
stockholders, the Board, and the Executive Committee and keep minutes of said meetings and shall have custody
of the corporate records of the Association.  He shall have custody of the seal of the Association and shall
have authority to affix the same to any instrument executed on behalf of the Association and also to attest
the same.  He shall also attend to the giving of all notices required by these By-Laws to be given and shall
have and may exercise any and all other powers and duties pertaining by law, regulation or practice or
imposed by these By-Laws or as may be assigned to him, from time to time, by the Board.  The Board may elect
one or more Assistant Secretaries, from time to time, as may appear to be Board to be required or desirable
to transact the business of the Association.

         Section 4.8       General Counsel.  The Board shall elect a General Counsel who shall have charge of
                           ---------------
the legal business of the Association and shall appear or provide for proper appearances for the Association
in suits and proceedings to which it is a party.  He shall advise the Board, Executive Committee, Chairman of
the Board, President and other officers of the Association concerning the affairs of the Association when by
them requested.  He shall also have such other powers and duties as may be imposed by these By-Laws.

         Section 4.9       Controller.  The Board shall elect a Controller who shall receive and take care of
                           ----------
all monies, securities and evidences of indebtedness belonging to the Association, keep full and complete
accounts of receipts and disbursements, and make reports thereof to the Executive Committee and the Board as
often as may be requested.  He shall, under the direction of the Chairman of the Board, a Vice Chairman, or
the President, perform such other duties pertinent to his office as they may require.

         Section 4.10      Other Officers. The Board may also elect, from time to time, one or more
                           --------------
individuals as "Officers" or "Corporate Officers" of this Association and with respect to such Officers or
Corporate Officers, the Board may permit the additional use of community, market, group or division title by
such Officers or Corporate Officers.  All such titles above the level of vice president shall be approved by
the Board.  All titles of vice president and below shall be conferred according to procedures adopted by the
Director of Human Resources.  Such title designation shall not be deemed as conferring any additional
responsibility or authority on any such individual beyond that approved in these By-Laws or by resolution of
the Board.

         Section 4.11      Bonds.  All officers shall be bonded with such security and approved in such manner
                           -----
as the Board or the Executive Committee may from time to time direct.

         Section 4.12      Tenure of Office.  The officers of this Association shall be elected by the Board
                           ----------------
annually at the annual meeting of the Board and such officers as shall be elected to such offices shall
continue in office for one year and until their successors shall be elected, unless such officer shall
resign, become disqualified, or be removed.  Persons may be elected officers or be promoted to a different
office at any meeting of the Board; provided, that such person so elected shall continue in office only until
the next annual meeting of the Board at which all officers are to be elected or re-elected, unless any such
person shall resign, become disqualified, or be removed.  The Board shall have the power to remove any
officer at any time and, in addition, may designate by resolution, officers who shall have the authority to
dismiss any officer, agent or employee.


                                                      ARTICLE V

                                            POWERS AND DUTIES OF OFFICERS

         Section 5.1       Representation.  The Chairman of the Board, any Vice Chairman, the President, the
                           --------------
General Counsel, and such other officer or officers of the Association as may be empowered so to do by the
Board, or any one of them, shall have power to act for, appear in behalf of, and represent this Association
before all Departments and Courts of the United States of America, and any State, Territory or Possession
thereof, and to execute general or special powers of attorney for litigation in favor of lawyers, solicitors,
agents, or any other legal representatives, granting to them such powers and authorization, whether ordinary
or extraordinary, and with or without limitation, which any such officer may deem advisable, including the
power to settle in or out of court, or to submit to arbitrators or other adjustment, any question in which
this Association may be interested; and to employ counsel and direct the taking of any legal action in
reference to any of the foregoing, or any other matter or thing touching the interest of the Association.

         Section 5.2       Real Estate Conveyances.  All transfers and conveyances of real estate, including
                           -----------------------
releases of mortgages, deeds of trust and other real estate interests held, or purportedly held, by the
Association, may without any further order of the Board be executed and delivered by the Chairman of the
Board, any Vice Chairman, the President, or any Executive Vice President and such other Officers of the
Association as the Board, by resolution, may appoint, sealed with the corporate seal of the Association and,
if required, attested by the Secretary or one of the Assistant Secretaries of the Association.

         Section 5.3       Voting of Securities.  Unless otherwise ordered by the Board or the Executive
                           --------------------
Committee, the Chairman of the Board, any Vice Chairman, the President, any Executive Vice President, or such
other Officers of this Association as the Board, by resolution, shall appoint, shall each have full power and
authority in behalf of the Association to attend, and to act and to vote at any meeting of the stockholders
of any corporation in which the Association may hold stock, in its own capacity or in any fiduciary capacity,
and in connection with such meeting each of said officers shall possess and may exercise in behalf of the
Association any and all rights and powers incident to the ownership of such stock, including the power to
sign proxies therefor; provided, that any proxy granted with respect to stock held in a fiduciary capacity
shall be limited to a single meeting and shall either be limited to voting for trustees or directors or shall
direct how such proxy holder shall vote.

         Section 5.4       Foreclosure of Collateral.  The Chairman of the Board, any Vice Chairman, the
                           -------------------------
President, and any Executive Vice President, and such other Officers of this Association as the Board, by
resolution, shall appoint, shall each have power and authority for and on behalf of this Association to
request, order or direct the foreclosure of any mortgage, deed of trust or other security agreement in favor
of the Association held or owned by the Association (or held by this Association in trust) securing a loan or
loans or other obligations and to exercise any or all of the options and powers inuring to this Association
under the provisions of such mortgages, deeds of trust or security agreements or under the terms of the note
or notes thereby secured, including the power and authority to appoint and designate a successor trustee or
trustees as substitutes for the trustee or trustees named in any such mortgage or deed of trust.

         Section 5.5       Refusal to Serve as Trustee.  The Chairman of the Board, any Vice Chairman, the
                           ---------------------------
President, and any Executive Vice President, or such Officers as the Board, by resolution, shall appoint,
shall each have power and authority to act for the Association in refusing or declining to act as trustee
under any mortgage or deed of trust securing a loan on real or personal property in which this Association is
named or designated as trustee, and/or to resign as such trustee, and to make, execute and deliver in the
name of, and for and in behalf of the Association, appropriate instruments, in writing, evidencing such
refusal or declination to so act or such resignation.

         Section 5.6       Authentication of Securities.  The Chairman of the Board, any Vice Chairman, the
                           ----------------------------
President, any Executive Vice President, or such Officers as the Board, by resolution shall approve, shall
each have authority to countersign or authenticate bonds or certificates on behalf of this Association as
Trustee, and to sign, in behalf of this Association as Trustee, authentications or certifications of this
Association as Trustee under any mortgage, deed of trust or other agreement securing an issue of bonds,
debentures, notes or other obligations of any corporation, association or individual, or as registrar or
transfer agent, and also certificates of deposit for stock, bonds, debentures, notes or other obligations,
interim certificates and trust certificates.  The Chairman of the Board, any Vice Chairman, the President,
any Executive Vice President, and such Officers as the Board, by resolution, shall appoint, or the Secretary
and any Assistant Secretary shall each have authority to countersign or authenticate bonds or certificates on
behalf of this Association where this Association is the direct purchaser of the issue and to execute any
closing documents required for the purchase of such bonds.

         Section 5.7       Trust Division.  The Chairman of the Board shall assign an Officer who shall have
                           --------------
and may exercise, subject to the control of the Chairman, a Vice Chairman or the President, general
supervision over the Trust Division.  Such Officer together with such other Officers designated by the Board
and  assigned to the Trust Division  and each of them, may represent the Association in any of the business
of said division.  All securities and funds held by the Association in a fiduciary capacity and the accounts
of each trust or other fiduciary relationship shall be held separate and apart from those of every other and
entirely separate and apart from the assets of the Association, and such securities shall be subject to the
joint control of two Officers or, if designated by the Officer having general supervision of the Trust
Division, employees of the Trust Division.

         Section 5.8       Trusts.  The Chairman of the Board, any Vice Chairman, the President, any Executive
                           ------
Vice President, the Officer having general supervision of the Trust Division, or such other Officers as the
Board may designate within the Trust Division  shall each have authority, for and on behalf of this
Association, to accept or reject any and all trusts or other fiduciary duties or responsibilities which may
be offered to this Association, and in connection therewith to execute, on behalf of this Association, all
trust agreements or other appropriate instruments and the Secretary, or any Assistant Secretary of this
Association, is authorized to affix the seal of this Association to any such trust agreement or other
instrument which has been duly signed by any such officer.

         Section 5.9       Substitution of Attorney-in-Fact.  Whenever this Association has been, or may be
                           --------------------------------
appointed Attorney-in-Fact, with power of substitution in and about the transfer of shares of capital stock,
bonds or other instruments commonly referred to as securities of any corporation or other entity, the
Chairman of the Board, any Vice Chairman, the President, or any Executive Vice President  or such other
Officers as the Board shall, by resolution, designate, may substitute, by a proper written instrument, an
attorney-in-fact to act in the place and stead of this Association in and about such transfer.

         Section 5.10      Purchase or Transfer of Securities.  The Chairman of the Board, any Vice Chairman,
                           ----------------------------------
the President, and any Executive Vice President, the Controller or such other Officers as the Board shall, by
resolution, designate, shall each have authority for and in behalf of the Association, and in its name, to
sell, assign and transfer, or to purchase or otherwise acquire, directly or through a cash account of this
Association established or maintained with a brokerage firm selected by such person, any and all shares of
the capital stock, bonds, or other instruments commonly referred to as securities, and notes, mortgages and
deeds of trust issued by any corporation or other entity and held or to be held by this Association in its
own capacity or in any fiduciary capacity; and the Chairman of the Board, any Vice Chairman or the President
may designate, in writing, from time to time, such other officers or employees as shall be authorized to
exercise the powers granted by this Section.

         Section 5.11      Banking Relationships.  The Chairman of the Board, any Vice Chairman and the
                           ---------------------
President shall each have authority for and in behalf of the Association to designate from time to time
institutions with which this Association may maintain checking or other depository accounts, safekeeping
accounts, clearing accounts or such other form of account as may be deemed necessary or appropriate for the
conduct of the Association's business, whether any such account shall be in the name of this Association or
in the name of this Association in any custodial or fiduciary capacity, and to designate from time to time
such individuals, who may be officers or employees of this Association, as shall be authorized to effect
transactions with respect thereto, and with respect to any and all accounts or transactions with the Federal
Reserve Bank , including, without limitation, the signing of checks, drafts or other orders with respect to
any depository account to effect the deposit or withdrawal of funds, securities, instruments or other
documents held in or subject to any such account, including delivery instructions with respect to any
safekeeping, clearing or other form of account, and any such transactions as may be effected by a designated
individual shall include authority to effect transfers of funds, securities, instruments or other documents
subject to any such account by wire or telephone instruction.


                                                     ARTICLE VI

                                                        STOCK

         Section 6.1       Stock Certificates--Transferred.  The capital stock of this Association shall be
                           -------------------------------
represented by certificates signed by the Chairman of the Board, any Vice Chairman, the President, or any
Executive Vice President, and attested by the Secretary or an Assistant Secretary, with the corporate seal
affixed, and shall be transferable only on the books of the Association, in person or by attorney duly
authorized according to law; and when stock is transferred, the certificate therefor shall be returned to the
Association and canceled, and new certificate issued.

         Section 6.2       Stockholders Recognized.  Until stock shall be transferred, as provided in Section
                           -----------------------
6.l, no person shall be recognized by this Association as the owner of said stock, except the person to whom
the same was issued, and in whose name the same stands on the books of the Association, except as provided by
law in case of executor, administrator, guardian or trustee.

         Section 6.3       Record Date.  With respect to each meeting of stockholders, each declaration and
                           -----------
payment of a dividend or distribution, or each declaration and grant of allotment of rights, the Board may
fix a date preceding the date on which such event affecting the rights of any stockholder shall occur as a
record date for the determination of the stockholders entitled to notice of and to vote at any such meeting
or entitled to receive payment of any such dividend or to any such allotment of rights or to exercise the
rights in respect of any change, conversion or exchange of capital stock, and in such case such stockholders
and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to
notice of and to vote at such meeting or to receive payment of such dividend or to receive such allotment of
rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books
of the Association after any such record date fixed as aforesaid.  Any such date as may be fixed by the Board
as the record date shall not precede the date of any meeting of stockholders, the date for the payment of any
dividend or the date for allotment of rights or the date when any change, conversion or exchange of capital
stock shall go into effect by more than fifty days.  If the Board shall not have set a record date for the
determination of its stockholders entitled to participate in the event for which a record date be
established, the date on which notice of the meeting is mailed or the date such dividend is declared or other
right announced shall be the record date for such determination of stockholders so entitled to participate.







                                                     ARTICLE VII

                                                    MISCELLANEOUS

         Section 7.1       Fiscal Year.  The fiscal year of this Association shall end on the 31st day of
                           -----------
December in each year, and at the close of each fiscal year it shall be the duty of the Board to cause a
complete and accurate statement of the financial condition of the Association to be made forthwith from the
books thereof, a copy of which shall be submitted to the stockholders at the annual meeting.

         Section 7.2       Seal.  The Association shall have a corporate seal which shall have inscribed
                           ----
around the upper circumference thereof "Commerce Bank" and around the lower circumference thereof "National
Association" and elsewhere thereon shall bear the word "Seal".

         Section 7.3       Business Hours.  The main office and all other facilities of the Association shall
                           --------------
be open for the transaction of business on such days and during such hours as the Board or the Executive
Committee may in its discretion determine.  The Board of Directors, or the Executive Committee, however, may
in its discretion change said hours and days, or close the office entirely, whenever the interests of the
Association will be best served thereby, or circumstances shall render the same proper.

         Section 7.4       Amendments.  The Board shall have the power to make, alter, amend, or repeal the
                           ----------
By-Laws of this Association from time to time.





                                                                                                  Exhibit 5


                                               COPIES OF INDENTURE





                                                                                                      Exhibit 5



Copies of the  Indentures  referred  to in Item 4 hereof have  heretofore  been filed with the  Securities  and
Exchange  Commission  under the Securities  Act of 1933 and the Securities  Exchange Act of 1934 as Exhibits to
the  Registration  Settlements  of the  Farmland  Industries,  Inc.  The  copies of  Indentures  listed in this
Exhibit 5 hereof are hereby  incorporated  by reference to the Exhibits to the  Registration  Statements  which
are listed as items (a) through (g) as follows:


                  (a)    Trust Indenture dated November 8, 1984.
                         (Form S-1, No. 2-94400 effective December 31, 1984).
                         5-Year Subordinated Capital Investment Certificates

                  (b)    Trust Indenture dated November 8, 1984.
                         (Form S-1, No. 2-94400 effective December 31, 1984).
                         10-Year Subordinated Capital Investment Certificates

                  (c)    Trust Indenture dated November 8, 1984.
                         (Form S-1, No. 2-94400 effective December 31, 1984).
                         20-Year Subordinated Capital Investment Certificates

                  (d)    Trust Indenture dated November 8, 1984
                         (Form S-1, No. 2-9440 effective December 31, 1984)
                         10-Year Subordinated Monthly Income Capital Investment Certificates

                  (e)    Trust Indenture dated November 8, 1984
                         (Forms S1, No. 2-94400 effective December 31, 1984)
                         10-year IRA Certificates

                  (f)    Trust Indenture dated November 11, 1985
                         (Form S-1, No. 33-1970, effective December 3, 1985)
                         5-Year Subordinated Monthly Income Capital Investment
                         Certificates

                  (g)    Subordinated Indenture dated as of December 4, 1997
                         (Form S-1, No. 333-40759, effective December 15, 1997)



                         [The remainder of this page was intentionally left blank]





                                                                                                      Exhibit 6











                                        CONSENTS OF THE TRUSTEE REQUIRED
                                          BY SECTION 321(B) OF THE ACT





                                                                                                      Exhibit 6


                                             CONSENT OF THE TRUSTEE
                                             ----------------------

                  Pursuant to Section 321(b) of the Trust Indenture Act, Commerce Bank,  National  Association,
hereby  consents  to the  release of  reports of  examinations  by  Federal,  State,  Territorial  or  District
authorities  to the  Securities  and  Exchange  Commission  upon  request  therefor.  Dated  this  31st  day of
                                                                                                   ------
October, 2001.
- -------------





                                 COMMERCE BANK,
                                 NATIONAL ASSOCIATION, Trustee




                                 By:                /s/                William                E.
                                                    -----------------------------------------------------------
Ekey
- -------------------------------------------------------
                                         William E. Ekey
                                         Vice-President






                                                                                                      EXHIBIT 7













                             COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE
                                  PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS
                                     OF THE SUPERVISING EXAMINING AUTHORITY





COMMERCE BANK, N.A. (MISSOURI)
STATEMENT OF CONDITION
                                          SEPTEMBER 30, 2001



ASSETS
- ----------------------------------------------------------------------------------------------------------------

Loans, less allowance for loan losses                                                           $ 6,663,931,000
Investment Securities:
   US Government and Federal Agency Obligations                         $ 540,822,000
   Obligation of States and Political Subdivisions                         16,465,000
   Other Securities                                                     1,534,119,000             2,091,406,000
                                                                  --------------------
Federal Funds Sold and Securities Purchased Under
   Agreement to Resell                                                                              306,850,000
Trading Account Securities                                                                           56,335,000
                                                                                      --------------------------
   Net Earning Assets                                                                           $ 9,118,522,000
Cash and Due From Banks                                                                             788,137,000
Land, Buildings, and Equipment                                                                      242,182,000
Customer's Acceptance Liability                                                                       4,607,000
Other Assets                                                                                        210,099,000

                                                                                      --------------------------
Total Assets                                                                                   $ 10,363,547,000
                                                                                      ==========================


LIABILITIES AND STOCKHOLDER'S EQUITY
- ----------------------------------------------------------------------------------------------------------------

Deposits:
   Demand                                                              $1,154,389,000
   Savings and Interest Bearing Demand                                  4,798,940,000
   Time                                                                 2,282,772,000           $ 8,236,101,000
                                                                  --------------------
Federal Funds Purchased and Securities Sold Under
   Agreements to Repurchase                                                                         697,858,000
Accrued Expenses and Other Liabilities                                                              593,317,000
Acceptances Outstanding                                                                               4,607,000
                                                                                      --------------------------
   Total Liabilities                                                                            $ 9,531,883,000

Minority Interest in Consolidated Subsidiaries                                                     $    110,000

Stockholders' Equity:
   Capital Stock                                                                                     10,000,000
   Capital Surplus                                                                                  551,606,000
   Undivided Profits                                                                                269,948,000
                                                                                      --------------------------
      Total Stockholder's Equity                                                                    831,554,000

                                                                                      --------------------------
Total Liabilities and Stockholders' Equity                                                     $ 10,363,547,000
                                                                                      ==========================