8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): April 22, 2003


                          MINN-DAK FARMERS COOPERATIVE
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             (Exact name of Registrant as specified in its charter)


        North Dakota                   33-94644                 23-7222188
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(State or other jurisdiction    (Commission File Number)     (I.R.S. Employer
     of incorporation)                                      Identification No.)


         7525 Red River Road
         Wahpeton, North Dakota                                    58075
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(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code: (701) 642-8411





ITEM 1. Not Applicable
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ITEM 2. Not Applicable.
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ITEM 3. Not Applicable.
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ITEM 4. Not Applicable.
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ITEM 5. OTHER EVENTS.
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         On April 22, 2003, the Board of Directors of Minn-Dak Farmers
Cooperative (the "Cooperative"), approved the sale of the Cooperative's 5%
ownership interest in ProGold Limited Liability Company ("ProGold") to American
Crystal Sugar Company for $10,300,000.

         ProGold was formed in 1994 by three entities for the purpose of
building a plant to produce from corn, and to market, high fructose corn syrup,
corn gluten feed, corn gluten meal and corn germ. The other two entities with
ownership interests in ProGold are American Crystal Sugar Company and Golden
Growers Cooperative. After the sale, Golden Growers Cooperative has a 49%
interest and American Crystal Sugar has a 51% interest in ProGold.

         A letter to stockholders explaining the sale is attached as Exhibit
99.1.


ITEM 6. Not Applicable.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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99.1     Minn-Dak Farmers Cooperative letter to Stockholders, dated April 23,
         2003, announcing the sale of the Cooperative's ownership interests in
         ProGold Limited Liability Company.


ITEM 8. Not Applicable.
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ITEM 9. Not Applicable.
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ITEM 10. Not Applicable.
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ITEM 11. Not Applicable.
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ITEM 12. Not Applicable.
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                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        MINN-DAK FARMERS COOPERATIVE


Dated: April 28, 2003                   By /S/ David H. Roche
                                           -------------------------------------
                                           David H. Roche
                                           President and Chief Executive Officer

EX-99.1

                                                                    EXHIBIT 99.1


                                 April 23, 2003

Dear Minn-Dak Stockholder/Grower:

We are writing to inform you of an important decision made by your Board of
Directors at its meeting on Tuesday, April 22, 2003.

Your Board of Directors has approved the sale of Minn-Dak's 5% ownership
interest in ProGold LLC to American Crystal Sugar Company, Moorhead, Minnesota
for a sales price of $10.3 million. Following the close of this sale, American
Crystal Sugar Company will have a 51% ownership interest in ProGold and Golden
Growers Cooperative will continue to own 49%.

The Minn-Dak Board of Directors concluded the investment in ProGold no longer
played a key role in your co-op's strategic direction, so offers to purchase our
ownership position were solicited. Minn-Dak's strategic plan calls for
continuing focus on our core business, that being the production of quality
sugar and co-products. Our attention will continue to be directed at further
improving the efficiencies of our operations and managing the organization
through significant changes in our industry and the business environment in
which we operate.

We realize many of you are Golden Growers members. Minn-Dak is pleased that we
played a role in getting the ProGold plant built. Our participation and $5.2
million investment helped provide the opportunity for Minn-Dak's
stockholder/growers as well as other area farmers to be part of a value added
business. That was one of the underlying reasons in working with the team that
promoted and built the ProGold plant in 1995. We remained on board while the
ProGold operation moved through its early years of operation. Today that plant
is very efficient by industry standards and able to produce a quality product
for the marketplace. ProGold members continue to benefit by having that added
nearby market for their corn.

We look forward to the continued success of the ProGold operation.

Sincerely,

/s/ Victor Krabbenhoft                               /s/ David H.Roche
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Victor Krabbenhoft                                   David H. Roche
Chairman of the Board                                President & CEO