EXHIBIT 4.1


                      RESOLUTION OF THE BOARD OF DIRECTORS
                                       OF
                        CENEX HARVEST STATES COOPERATIVES


RESOLVED, that the Certificate of Designations for the Company's 8% Preferred
Stock is hereby amended by adding a new Section 11 to read as follows:

                  SECTION 11. CONVERSION OF PREFERRED STOCK; CONVERSION OF
         PREFERRED STOCK AT OPTION OF HOLDERS. On and after April 1, 2003,
         holders of Preferred Stock may, at their option, convert any or all of
         their shares of Preferred Stock into fully paid and nonassessable
         shares of 8% Cumulative Redeemable Preferred Stock; provided, that such
         conversion right shall expire at the close of business on the date, if
         any, fixed for the redemption of Preferred Stock in any notice of
         redemption given pursuant to Section 5 hereof if there is no default in
         payment of the Redemption Price. Each share of Preferred Stock shall be
         convertible into 1/25th of one fully paid and nonassessable share of 8%
         Cumulative Redeemable Preferred Stock. Upon conversion, no adjustment
         or payment shall be made in respect of accumulated and unpaid dividends
         on the Preferred Stock surrendered for conversion.

                  The right of holders of Preferred Stock to convert their
         shares shall be exercised by delivery of a properly completed notice of
         conversion to the Company. No fractional shares of 8% Cumulative
         Redeemable Preferred Stock shall be issued upon conversion of Preferred
         Stock but any fraction of a share of 8% Cumulative Redeemable Preferred
         Stock that would otherwise be issuable in respect of the aggregate
         number of such shares surrendered for conversion at one time by the
         same holder shall be rounded up to the nearest whole share. Upon the
         delivery of a properly completed notice of conversion as provided
         above, the person converting such shares shall be deemed to be the
         holder of record of the 8% Cumulative Redeemable Preferred Stock
         issuable upon such conversion, and all rights with respect to the
         shares surrendered shall forthwith terminate except the right to
         receive the 8% Cumulative Redeemable Preferred Stock as herein
         provided.

                  The Company shall not be required to pay any tax which may be
         payable in respect of any transfer involved in the issue and delivery
         of 8% Cumulative Redeemable Preferred Stock upon conversion of
         Preferred Stock in a name other than that of the holder of the shares
         of Preferred Stock being converted, nor shall the Company be required
         to issue or deliver any such shares unless and until the person or
         persons requesting the issuance thereof shall have paid to the Company
         the amount of any such tax or shall have established to the
         satisfaction of the Company that such tax has been paid.

                  The Company shall comply with all securities laws regulating
         the offer and delivery of shares of 8% Cumulative Redeemable Preferred
         Stock.


Adopted:  03/05/03