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):  January 25, 2011

Minn-Dak Farmers Cooperative

(Exact name of Registrant as Specified in its Charter)

North Dakota

(State Or Other Jurisdiction Of Incorporation)

33-94644	23-7222188
(Commission File Number)	(I.R.S. Employer Identification No.)
7525 Red River Road Wahpeton, ND	58075
(Address Of Principal Executive Offices)	(Zip Code)

(701) 642-8411

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐     Written communications pursuant to Rule 425 under the Securities Act

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 8.01OTHER EVENTS.

On January 24, 2011 Minn-Dak Farmers Cooperative (the Company) announced that its Board of Directors has approved a change to the estimated sugarbeet payment for the 2010 crop. The Company’s current sugarbeet payment estimate totaling 19.369042 cents per pound of extractible and bonus sugar ($56.86 per ton of average quality harvested sugarbeets), has been decreased to 18.250825 cents per pound of extractible and bonus sugar ($53.57 per ton of average quality harvested sugarbeets). The $53.57 sugarbeet payment has a $1.00 per ton of sugarbeets budget contingency hold back until such time as the Company has an accurate assessment of what the final payment for the 2010 sugarbeet crop will be.

The adjustment to the estimated beet payment results primarily from the deterioration of sugarbeets experienced with the non-ventilated sugarbeet storage piles. The deterioration of these sugarbeets results in fewer tons of beets to process, lower factory extraction rate in the beets that have been processed, lower production of finished goods and increased Company costs resulting from disposing of the unprocessable beets.

The estimated sugarbeet payment is based upon the best information available as of January 24, 2011. The estimated sugarbeet payment may be changed, modified, or amended as additional information becomes available during the Company’s fiscal year. The final sugarbeet payment will be determined and paid in October of 2011.

Any statements regarding future market prices, anticipated costs, agricultural results, operating results and other statements that are not historical facts contained in this 8-K report are forward-looking statements. The words "expect", "project", "estimate", "believe", "anticipate", "plan", "intend", "could", "may", "predict" and similar expressions are also intended to identify forward-looking statements. Such statements involve risks, uncertainties and assumptions, including, without limitation, market factors, the effect of weather and economic conditions, farm and trade policy, the available supply of sugar, available quantity and quality of sugarbeets and other factors detailed elsewhere in this and other Company filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumpti ons prove incorrect, actual outcomes may vary materially from those indicated.

SIGNATURES

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
Date:   January 25, 2011	By:	/s/	David H. Roche
			David H. Roche President and Chief Executive Officer