UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the period ended May 31, 2004

Commission file number: 33-83868

AMERICAN CRYSTAL SUGAR COMPANY

(Exact name of registrant as specified in its charter)

Minnesota		84-0004720
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

101 North Third Street

Moorhead, Minnesota 56560

(Address of principal executive offices)

Telephone Number (218) 236-4400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

YES

Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Act).

YES

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class of Common Stock		Outstanding at July 6, 2004
$10 Par Value		2,912

AMERICAN CRYSTAL SUGAR COMPANY

FORM 10-Q

INDEX

PART I		FINANCIAL INFORMATION

	ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS

		CONSOLIDATED BALANCE SHEETS

		CONSOLIDATED STATEMENTS OF OPERATIONS

		CONSOLIDATED STATEMENTS OF CASH FLOWS

		NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

	ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
	ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4.	CONTROLS AND PROCEDURES

PART II		OTHER INFORMATION

	ITEM 1.	LEGAL PROCEEDINGS
	ITEM 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS
	ITEM 3.	DEFAULTS UPON SENIOR SECURITIES
	ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 5.	OTHER INFORMATION
	ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AMERICAN CRYSTAL SUGAR COMPANY

Consolidated Balance Sheets

(Unaudited)

(Dollars in Thousands)

ASSETS

	May 31						August 31, 2003*
	2004			2003
Current Assets:
Cash and Cash Equivalents	$	766		$	998		$	859
Accounts Receivable:
Trade	78,945			51,025			64,056
Members	4,752			4,209			3,993
Other	2,521			5,952			4,403
Advances to Related Parties	9,806			15,450			4,891
Inventories	333,916			286,488			130,981
Prepaid Expenses	5,676			5,056			7,062

Total Current Assets	436,382			369,178			216,245

Property and Equipment:
Land	40,105			37,653			39,393
Buildings	91,481			88,652			90,181
Equipment	795,446			780,446			794,416
Construction-in-Progress	10,289			9,577			4,989
Less: Accumulated Depreciation	(619,536		)	(584,482		)	(586,167		)

Net Property and Equipment	317,785			331,846			342,812

Net Property and Equipment Held for Lease	163,085			173,004			170,446

Other Assets:
Investments in CoBank, ACB	19,581			22,751			21,685
Investments in Marketing Cooperatives	5,287			2,966			6,166
Investments in Crystech, LLC	16,130			1,269			15,330
Notes Receivable - Crystech, LLC	—			13,905			—
Other Assets	47,889			49,573			37,067

Total Other Assets	88,887			90,464			80,248

Total Assets	$	1,006,139		$	964,492		$	809,751

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

* Derived from audited financial statements.

AMERICAN CRYSTAL SUGAR COMPANY

Consolidated Balance Sheets

(Unaudited)

(Dollars in Thousands)

LIABILITIES AND MEMBERS’ INVESTMENTS

	May 31						August 31, 2003*
	2004			2003
Current Liabilities:
Short-Term Debt	$	192,000		$	157,242		$	49,989
Current Maturities of Long-Term Debt	21,082			20,917			11,282
Accounts Payable	14,203			10,929			23,192
Advances Due to Related Parties	9,270			7,191			4,604
Accrued Continuing Costs (see note 3)	75,741			70,073			—
Other Current Liabilities	21,215			19,522			18,710
Amounts Due Growers	65,937			52,141			58,896

Total Current Liabilities	399,448			338,015			166,673

Long-Term Debt, Net of Current Maturities	256,173			282,240			286,922

Accrued Employee Benefits	33,324			30,061			31,053

Other Liabilities	9,810			11,414			10,988

Total Liabilities	698,755			661,730			495,636

Minority Interest in ProGold Limited Liability Company	46,590			42,962			43,769

Members’ Investments:
Preferred Stock	38,275			38,275			38,275
Common Stock	29			30			30
Additional Paid-in Capital	152,261			148,237			148,238
Unit Retains	108,844			108,010			125,409
Equity Retention	2,714			2,721			2,719
Accumulated Other Comprehensive Income/(Loss)	(11,900		)	(1,317		)	(11,900		)
Retained Earnings/(Deficit)	(29,429		)	(36,156		)	(32,425		)

Total Members’ Investments	260,794			259,800			270,346

Total Liabilities and Members’ Investments	$	1,006,139		$	964,492		$	809,751

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

* Derived from audited financial statements.

AMERICAN CRYSTAL SUGAR COMPANY

Consolidated Statements of Operations

(Unaudited)

(Dollars in Thousands)

	For the Nine Months Ended May 31						For the Three Months Ended May 31
	2004			2003			2004			2003

Net Revenue	$	746,603		$	614,796		$	274,527		$	221,738
Cost of Product Sold	77,129			81,855			71,807			62,360

Gross Proceeds	669,474			532,941			202,720			159,378

Selling, General & Administrative Expenses	139,052			119,920			48,385			39,944
Accrued Continuing Costs (see note 3)	75,741			70,073			16,546			6,359

Operating Proceeds	454,681			342,948			137,789			113,075

Other Income/(Expense)
Interest Income	158			1,128			33			338
Interest Expense	(14,767		)	(11,440		)	(4,434		)	(3,856		)
Other, Net	1,077			2,210			436			731
Other (Expense)	(13,532		)	(8,102		)	(3,965		)	(2,787		)

Proceeds before Minority Interest and Income Tax Expense	441,149			334,846			133,824			110,288

Minority Interest	(2,821		)	(335		)	(1,163		)	(335		)

Income Tax (Expense)	(92		)	(8		)	(87		)	(14		)
Net Proceeds Resulting from Member and Non-Member Business	$	438,236		$	334,503		$	132,574		$	109,939

Distribution of Net Proceeds:
Credited/(Charged) to Members’ Investments:
Non-Member Business Income	$	2,995		$	2,068		$	369		$	144
Unit Retains Declared to Members	—			—			—			—
Net Credit to Members’ Investments	2,995			2,068			369			144
Payments to/due Members for Sugarbeets, Net of Unit Retains Declared	435,241			332,435			132,205			109,795

Total	$	438,236		$	334,503		$	132,574		$	109,939

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

AMERICAN CRYSTAL SUGAR COMPANY

Consolidated Statements of Cash Flows

(Unaudited)

(Dollars In Thousands)

	For the Nine Months Ended May 31
	2004			2003
Cash Provided By/(Used In) Operations:
Net Proceeds Resulting from Member and Non-Member Business	$	438,236		$	334,503
Payments to/due Members for Sugarbeets, Net of Unit Retains Declared	(435,241		)	(332,435		)
Add/(Deduct) Non-Cash Items:
Depreciation and Amortization	51,041			42,596
(Income) from Equity Method Investees	(843		)	(1,942		)
Loss on the Disposition of Property and Equipment	317			312
Non-Cash Portion of Patronage Dividend from CoBank, ACB	(542		)	(276		)
Deferred Gain Recognition	(148		)	(148		)
Minority Interest in ProGold Limited Liability Company	2,821			335
Changes in Assets and Liabilities:
Receivables	(13,766		)	7,137
Inventories	(202,935		)	(169,925		)
Prepaid Expenses	1,386			773
Long-Term Prepaid Pension Expense	(11,892		)	(12,175		)
Advances To/Due to Related Parties	(249		)	(14		)
Accounts Payable	(8,989		)	(7,232		)
Accrued Continuing Costs	75,741			70,073
Other Liabilities	3,654			7,062
Amounts Due Growers	7,041			(27,105		)
Net Cash (Used In) Operations	(94,368		)	(88,461		)

Cash Provided By/(Used In) Investing Activities:
Purchases of Property and Equipment	(14,944		)	(17,201		)
Purchases of Property and Equipment Held for Lease	(909		)	(215		)
Proceeds from the Sale of Property and Equipment	123			130
Equity Refund from CoBank, ACB	2,646			1,749
Investments in Marketing Cooperatives	1,049			(666		)
Acquistion of Equity Interest in ProGold Limited Liability Company,Net of Cash Acquired	—			(9,766		)
Acquistion by Sidney Sugars Incorporated	—			(35,185		)
Acquisition by Crab Creek Sugar Company	(5,763		)	—
Changes in Other Assets	4,581			43
Net Cash (Used In) Investing Activities	(13,217		)	(61,111		)

Cash Provided By/(Used In) Financing Activities:
Net Proceeds from/(Payments on) Short-Term Debt	142,011			150,242
Proceeds from Issuance of Long-Term Debt	—			31,000
Long-Term Debt Repayment	(21,971		)	(19,759		)
Proceeds from Issuance of Stock	4,022			5,168
Payment of Unit Retains & Equity Retention	(16,570		)	(16,103		)
Net Cash Provided by Financing Activities	107,492			150,548

Increase/(Decrease) In Cash and Cash Equivalents	(93		)	976
Cash and Cash Equivalents, Beginning of Year	859			22

Cash and Cash Equivalents, End of Period	$	766		$	998

Non-Cash Investing and Financing Activities: In September 2003, a note payable in the amount of $969,000 was issued in connection with the acquisition by Crab Creek Sugar Company.

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

AMERICAN CRYSTAL SUGAR COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS AND THREE MONTHS ENDED

MAY 31, 2004 AND 2003

Note 1: Basis of Presentation

The unaudited consolidated financial statements of American Crystal Sugar Company (the Company) contained herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America. However, in the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included.

The Company’s consolidated financial statements are comprised of American Crystal Sugar Company, its wholly-owned subsidiaries Sidney Sugars Incorporated (Sidney Sugars) and Crab Creek Sugar Company (Crab Creek), and ProGold Limited Liability Company (ProGold), a limited liability company in which the Company holds a 51 percent ownership interest.

Sidney Sugars was formed in fiscal 2003 under the laws of the State of Minnesota, and on October 7, 2002, acquired three sugarbeet processing facilities and the related marketing allocations associated with such facilities. Activities associated with Sidney Sugars are considered non-member business.

Crab Creek was formed in fiscal 2003 under the laws of the State of Minnesota, and on September 8, 2003, acquired the control of a sugarbeet processing facility and the related marketing allocations associated with such facility (See Note 8).

Effective May 1, 2003, the Company acquired an additional five percent ownership interest in ProGold, resulting in an increase in the Company’s ownership in ProGold to 51 percent. Due to the Company’s resulting controlling ownership interest in ProGold, effective May 1, 2003, the Company began to include ProGold in its consolidated financial statements. The financial statements for prior periods have not been restated and therefore do not include consolidated data pertaining to ProGold prior to May 1, 2003.

All material inter-company transactions have been eliminated.

The operating results for the nine month period ended May 31, 2004 are not necessarily indicative of the results that may be expected for the year ended August 31, 2004.

The amount paid to shareholders for sugarbeets (member beet payment) depends on the future selling prices of sugar and agri-products as well as processing and other costs incurred during the remainder of the fiscal year associated with the 2003 Red River Valley sugarbeet crop (RRV crop). The amount paid to non-member growers for sugarbeets (non-member beet payment) depends on the future selling prices of sugar and the related selling expenses associated with the 2003 Sidney sugarbeet crop (Sidney crop). For the purposes of this report, the amount of the beet payments, future revenues and costs have been estimated. Therefore, adjustments with respect to these estimates may be necessary in the future, as additional information becomes available.

These financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s annual report for the year ended August 31, 2003.

Certain reclassifications have been made to the May 31, 2003 consolidated financial statements to conform with the May 31, 2004 presentation.

Note 2: Inventories

The major components of inventories are as follows (In Thousands):

	05/31/04		05/31/03		8/31/03
Refined Sugar, Pulp, Molasses, Other Agri-Products and Sugar Beet Seed	$	315,824	$	268,283	$	111,259
Unprocessed Sugarbeets	—		—		—
Maintenance Parts & Supplies	18,092		18,205		19,722

Total Inventories	$	333,916	$	286,488	$	130,981

Sugar, pulp, molasses and other agri-products inventories are valued at estimated net realizable value. Unprocessed sugarbeets are valued at the estimated gross beet payment. Maintenance parts & supplies and beet seed inventories are valued at the lower of average cost or market.

Note 3: Accrued Continuing Costs

For interim reporting, the Net Proceeds from Member Business is based on the forecasted gross beet payment and the percentage of the tons of sugarbeets processed to the total estimated tons of sugarbeets to process for a given crop year. The Net Proceeds from the operations of Sidney Sugars is based on the forecasted net income for the fiscal year and the percentage of the tons of non-member sugarbeets processed to the total estimated tons of non-member sugarbeets to process for a given fiscal year.

Accrued continuing costs represent the difference between the Net Proceeds as determined above and actual member business crop year and Sidney Sugars fiscal year revenues realized and expenses incurred through the end of the reporting period. Accrued continuing costs are reflected in the Consolidated Financial Statements as a cost on the Consolidated Statements of Operations and as a current liability on the Consolidated Balance Sheets.

Note 4: Members’ Investments

	Par Value		Shares Authorized	Shares Issued & Outstanding
Preferred Stock:
July 6, 2004	$	76.77	600,000	498,570
May 31, 2004	$	76.77	600,000	498,570
August 31, 2003	$	76.77	600,000	498,570
May 31, 2003	$	76.77	600,000	498,570

Common Stock:
July 6, 2004	$	10.00	4,000	2,912
May 31, 2004	$	10.00	4,000	2,905
August 31, 2003	$	10.00	4,000	2,995
May 31, 2003	$	10.00	4,000	2,995

Note 5: Interest Paid

Interest paid, net of amounts capitalized, was $13.5 million and $10.3 million for the nine months ended May 31, 2004 and 2003, respectively.

Note 6: Net Periodic Pension and Post-Retirement Costs

The following schedules provide the components of the Net Periodic Pension and Post-Retirement Costs for the Nine Months and Three months ended May 31, 2004 and 2003:

Components of Net Periodic Pension Cost

(In Thousands)

	For the Nine Months Ended May 31,						For the Three Months Ended May 31,
	2004			2003			2004			2003
Service Cost	$	2,079		$	1,744		$	693		$	610
Interest Cost	4,512			4,392			1,504			1,535
Expected Return on Plan Assets	(4,469		)	(4,160		)	(1,490		)	(1,454		)
Multiple Employer Adjustment	(257		)	(74		)	(86		)	(26		)
Amortization of Net Transition Assets	(93		)	(95		)	(31		)	(33		)
Amortization of Prior Service Costs	408			418			136			146
Amortization of Net (Gain) Loss	1,499			662			500			231
Net Periodic Pension Cost	$	3,679		$	2,887		$	1,226		$	1,009

Components of Net Periodic Post-Retirement Cost

(In Thousands)

	For the Nine Months Ended May 31,				For the Three Months Ended May 31,
	2004		2003		2004		2003
Service Cost	$	840	$	604	$	280	$	205
Interest Cost	1,322		1,082		441		368
Amortization of Net (Gain) Loss	342		15		114		5
Net Periodic Post-Retirement Cost	$	2,504	$	1,701	$	835	$	578

For the nine months ended May 31, 2004, the Company had made contributions of approximately $15.2 million related to pensions. No additional amounts are expected to be contributed prior to the end of the current fiscal year. The Company has made payments for Post-Retirement benefits of approximately $ .9 million for the nine months ended May 31, 2004 and expects total payments for the current fiscal year to be approximately $1.2 million.

Note 7: Short-Term Debt

The Company has a seasonal line of credit with a consortium of lenders led by CoBank, ACB of $280 million and a line of credit with Wells Fargo Bank for $1 million. The Company’s commercial paper program provides short-term borrowings of up to $225 million. Any borrowings under the commercial paper program will act to reduce the available credit under the CoBank, ACB seasonal line of credit by a commensurate amount. The Company also utilizes the Commodity Credit Corporation (CCC) to meet its short-term borrowing needs.

As of May 31, 2004, the Company had outstanding commercial paper of $192.0 million at an average interest rate of 1.36% and maturity dates between June 1, 2004 and July 15, 2004. The Company had no outstanding short-term debt with CoBank, ACB or the CCC as of May 31, 2004.

As of May 31, 2003, the Company had outstanding commercial paper of $157.2 million at an average interest rate of 1.54% and maturity dates between June 2, 2003 and July 31, 2003. The Company had no outstanding short-term debt with CoBank, ACB or the CCC as of May 31, 2003.

Note 8: Crab Creek Sugar Company

On September 8, 2003, the Company, through its wholly-owned subsidiary Crab Creek Sugar Company (Crab Creek), acquired all of the assets of Pacific Northwest Sugar Company, LLC (PNSC), certain assets of Central Leasing of Washington, LLC (Central Leasing) that were associated with PNSC and the Moses Lake, Washington sugarbeet factory previously operated by PNSC and control of the sugar production assets owned by Central Leasing associated with the Moses Lake, Washington sugarbeet factory for a purchase price of approximately $6.7 million. To accomplish this outcome, Crab Creek entered into various arrangements with Central Leasing such that Crab Creek controls the long-term production of sugar at the Moses Lake facility. In connection with this acquisition, the USDA transferred to the Company the sugar marketing allocations formerly allocated to PNSC. Neither Crab Creek nor the Company intends to operate the Moses Lake facility.

Note 9: Segment Reporting

The Company has identified two reportable segments: Sugar and Leasing. The sugar segment is engaged primarily in the production and marketing of sugar from sugarbeets. It also sells agri-products and sugarbeet seed. The leasing segment is engaged in the leasing of a corn wet-milling plant used in the production of high-fructose corn syrup sweetener. The segments are managed separately. There are no inter-segment sales. The leasing segment has a major customer that accounts for all of that segment’s revenue.

Summarized financial information concerning the Company’s reportable segments for the nine months and three months ended May 31, 2004 and 2003 is shown below:

	For the Nine Months Ended May 31, 2004
	(Dollars In Thousands)
	Sugar		Leasing			Eliminations			Consolidated
Net Revenue from External Customers	$	727,156	$	19,447		$	—		$	746,603
Gross Proceeds	$	659,001	$	10,473		$	—		$	669,474
Depreciation and Amortization	$	42,776	$	8,265		$	—		$	51,041
Interest Income	$	154	$	4		$	—		$	158
Interest Expense	$	10,143	$	4,624		$	—		$	14,767
Income from Equity Method Investees	$	3,779	$	—		$	(2,936	)	$	843
Other Income/(Expense), Net	$	4,038	$	(25	)	$	(2,936	)	$	1,077
Net Proceeds	$	438,236	$	5,758		$	(5,758	)	$	438,236

Capital Expenditures	$	14,944	$	909		$	—		$	15,853

	For the Nine Months Ended May 31, 2003
	(Dollars In Thousands)
	Sugar		Leasing		Eliminations			Consolidated
Net Revenue from External Customers	$	612,521	$	2,275	$	—		$	614,796
Gross Proceeds	$	531,662	$	1,279	$	—		$	532,941
Depreciation and Amortization	$	41,679	$	917	$	—		$	42,596
Interest Income	$	1,128	$	—	$	—		$	1,128
Interest Expense	$	10,852	$	588	$	—		$	11,440
Income from Equity Method Investees	$	2,291	$	—	$	(349	)	$	1,942
Other Income/(Expense), Net	$	2,559	$	—	$	(349	)	$	2,210
Net Proceeds	$	334,503	$	684	$	(684	)	$	334,503

Capital Expenditures	$	33,017	$	215	$	—		$	33,232

	For the Three Months Ended May 31, 2004
	(Dollars In Thousands)
	Sugar		Leasing		Eliminations			Consolidated
Net Revenue from External Customers	$	267,989	$	6,538	$	—		$	274,527
Gross Proceeds	$	199,176	$	3,544	$	—		$	202,720
Depreciation and Amortization	$	12,854	$	2,757	$	—		$	15,611
Interest Income	$	32	$	1	$	—		$	33
Interest Expense	$	3,288	$	1,146	$	—		$	4,434
Income from Equity Method Investees	$	1,483	$	—	$	(1,211	)	$	272
Other Income/(Expense), Net	$	1,647	$	—	$	(1,211	)	$	436
Net Proceeds	$	132,574	$	2,375	$	(2,375	)	$	132,574

Capital Expenditures	$	5,829	$	359	$	—		$	6,188

	For the Three Months Ended May 31, 2003
	(Dollars In Thousands)
	Sugar		Leasing		Eliminations			Consolidated
Net Revenue from External Customers	$	219,463	$	2,275	$	—		$	221,738
Gross Proceeds	$	158,099	$	1,279	$	—		$	159,378
Depreciation and Amortization	$	12,683	$	917	$	—		$	13,600
Interest Income	$	338	$	—	$	—		$	338
Interest Expense	$	3,268	$	588	$	—		$	3,856
Income from Equity Method Investees	$	1,142	$	—	$	(349	)	$	793
Other Income/(Expense), Net	$	1,080	$	—	$	(349	)	$	731
Net Proceeds	$	109,939	$	684	$	(684	)	$	109,939

Capital Expenditures	$	6,609	$	215	$	—		$	6,824

	As of May 31, 2004
	(Dollars In Thousands)
	Sugar		Leasing		Eliminations			Consolidated
Property and Equipment, Net	$	317,782	$	3	$	—		$	317,785
Assets Held for Lease, Net	$	—	$	163,085	$	—		$	163,085
Identifiable Assets	$	879,253	$	175,378	$	(48,492	)	$	1,006,139

	As of May 31, 2003
	(Dollars In Thousands)
	Sugar		Leasing		Eliminations			Consolidated
Property and Equipment, Net	$	331,839	$	7	$	—		$	331,846
Assets Held for Lease, Net	$	—	$	173,004	$	—		$	173,004
Identifiable Assets	$	823,962	$	185,246	$	(44,716	)	$	964,492

Note 10: Recently Issued Accounting Pronouncements

The Financial Accounting Standards Board (FASB) has issued FASB Staff Position (FSP) FAS-106-2, which provides accounting guidance related to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003. This FSP becomes effective for the Company on September 1, 2004. The Company has a post-retirement plan for certain non-union employees that currently coordinates with Medicare’s medical coverage and provides tiered prescription drug coverage. The Company has initially determined that the plan is not actuarially equivalent to Medicare Part D and therefore expects that the application of this FSP will have no material effect on the amounts recorded for post-retirement benefits.

Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition for the Nine Months and Three Months Ended May 31, 2004 and 2003

This report contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements include, among others, those statements including the words “expect”, “anticipate”, “believe”, “may” and similar expressions. The Company’s actual results could differ materially from those indicated. Important factors that could cause or contribute to such differences include, without limitation, market factors, weather and general economic conditions, farm and trade policy, available quantity and quality of sugarbeets. For a more complete discussion of “Important Factors”, please refer to the Company’s 2003 Form 10-K.

Comparison of the Nine Months Ended May 31, 2004 and 2003

Revenue for the nine months ended May 31, 2004, was $746.6 million, an increase of $131.8 million from the same period last year. Revenue from total sugar sales increased 19.7 percent due to a 19.8 percent increase in the hundredweight sold partially offset by a 0.1 percent decrease in the average selling price per hundredweight. Revenue from pulp sales increased 17.0 percent due to a 14.6 percent increase in the volume of pulp tons sold and by a 2.1 percent increase in the average selling price per ton. Revenue from molasses sales increased 74.6 percent due to an 85.1 percent increase in the volume of molasses sold, partially offset by a 5.7 percent decrease in the average selling price per ton. The increase in the volume of products sold was due primarily to the additional sales associated with the larger crop in the Red River Valley and production at the Sidney, Montana factory. Revenue from sales of Concentrated Separated By-Product (CSB), a by-product of the molasses desugarization process, decreased 12.8 percent due to a 20.9 percent decrease in the average selling price per ton partially offset by a 10.3 percent increase in the volume of CSB sold. Rental revenue on the ProGold operating lease was $19.4 million as compared to $2.3 million last year. This difference was the result of the consolidation of ProGold which commenced on May 1, 2003.

Cost of product sold for the nine months ended May 31, 2004, exclusive of payments to members for sugarbeets, decreased $4.7 million as compared to the same period last year. The cost recognized associated with the non-member sugarbeets (Sidney crop) was $44.0 million for the nine months ended May 31, 2004, an increase of $12.8 million when compared to the same period last year. Direct processing costs for sugar and pulp increased 18.1 percent. This was primarily due to harvesting 15.8 percent more sugarbeets and processing 16.5 percent more sugarbeets than in fiscal 2003. Increased processing costs were also the result of higher prices for natural gas, major supplies and higher labor costs. Fixed and committed expenses increased 6.0 percent reflecting higher labor and benefit costs and increased costs related to the operations of Sidney Sugars. The change in product inventories impacted the cost of product sold favorably by $34.4 million. The value for sugar inventories as of May 31, 2004 increased compared to the prior year due to a higher inventory level partially offset by a lower net realizable value per hundredweight. The cost associated with purchased sugar decreased by $2.9 million due to no delay in the startup of the 2003 crop campaign. The delayed startup last year resulted in the requirement to purchase additional sugar to service customers during the delay. Costs related to ProGold were $9.0 million as compared to $1.0 million last year. This difference was the result of the consolidation of ProGold which commenced on May 1, 2003. Costs related to Crab Creek Sugar were $1.0 million.

Selling, general and administrative expenses for the nine months ended May 31, 2004, increased $19.1 million as compared to the same period last year. Selling expenses increased $17.1 million primarily due to the increases in the volume of products sold. General and Administrative costs increased $ 2.1 million due in part to higher employee benefit costs along with other general cost increases.

Interest income for the nine months ended May 31, 2004, decreased $ 1.0 million when compared to the same period last year. This was primarily due to the conversion of the Note Receivable from Crystech into Preferred Equity, which occurred at the end of last year.

Interest expense for the nine months ended May 31, 2004, increased $ 3.3 million as compared to the same period last year. This was the result of the consolidation of ProGold along with an increased

average borrowing level for short-term debt, partially offset by lower long-term and short-term interest rates.

Non-member business activities resulted in a gain of $ 3.0 million for the nine months ended May 31, 2004, as compared to a gain of $ 2.1 million for the same period last year. The gain in both periods was due primarily to activities related to Sidney Sugars partially offset by the activities related to ProGold.

Comparison of the Three Months Ended May 31, 2004 and 2003

Revenue for the three months ended May 31, 2004, was $274.5 million, an increase of $52.8 million from the same period last year. Revenue from total sugar sales increased 22.7 percent due to a 21.9 percent increase in the hundredweight sold and a 0.6 percent increase in the average selling price per hundredweight. Revenue from pulp sales increased 91.3 percent due to a 93.1 percent increase in the volume of pulp tons sold partially offset by a 0.9 percent decrease in the average selling price per ton. Revenue from molasses sales increased 21.1 percent due to a 26.4 percent increase in the volume of molasses sold, partially offset by a 4.2 percent decrease in the average selling price per ton. The increase in the volume of products sold was due primarily to the additional sales associated with the larger crop in the Red River Valley and the production at the Sidney, Montana factory. Revenue from sales of CSB decreased 12.5 percent due to a 30.4 percent decrease in the average selling price per ton partially offset by a 25.7 percent increase in the volume of CSB sold. Rental revenue on the ProGold operating lease was $6.5 million and $2.3 million for the three months ended May 31, 2004 and 2003, respectively. This difference was the result of the consolidation of ProGold which commenced on May 1, 2003.

Cost of product sold for the three months ended May 31, 2004, exclusive of payments to members for sugarbeets, increased $ 9.4 million as compared to the same period last year. The cost recognized associated with the non-member sugarbeets (Sidney crop) was $ .2 million for the three months ended May 31, 2004 an increase of $ .4 million when compared to the same period last year. Direct processing costs for sugar and pulp increased 9.3 percent. Increased processing costs resulted form higher prices for natural gas, major supplies and higher labor costs. Costs also increased due to processing 12.6 percent more sugarbeets in the three months ended May 31, 2004, than for the same period last year. Fixed and committed expenses increased 1.7 percent reflecting higher labor and benefit costs and insurance costs. The change in product inventories impacted the cost of product sold unfavorably by $6.2 million due primarily to decreases in sugar and pulp inventories. The cost associated with purchased sugar decreased by $ .2 million due primarily to lower sales volume. Costs related to ProGold were $3.0 million as compared to $1.0 million last year. This difference was the result of the consolidation of ProGold which commenced on May 1, 2003. Costs related to Crab Creek Sugar were $ .3 million.

Selling, general and administrative expenses for the three months ended May 31, 2004 increased $ 8.4 million as compared to the same period last year. Selling expenses increased $8.3 million primarily due to the increases in the volume of products sold. General and Administrative costs increased $ ..1 million due in part to higher employee benefit costs along with other general cost increases.

Interest income for the three months ended May 31, 2004 decreased $ .3 million when compared to the same period last year. This was primarily due to the conversion of the Note Receivable from Crystech into Preferred Equity, which occurred at the end of last year.

Interest expense increased $ .6 million for the three months ended May 31, 2004, as compared to the same period last year. This was the result of the consolidation of ProGold and an increased average borrowing level for short-term debt, partially offset by lower long-term and short-term interest rates.

Non-member business activities resulted in a gain of $ .4 million for the three months ended May 31, 2004, as compared to a gain of $ .1 million for the same period last year. The gain in both periods was due primarily to activities related to Sidney Sugars partially offset by the activities related to ProGold.

Regional and Bilateral Free Trade Agreements

The United States Government is pursuing an aggressive agenda on international trade. It has negotiated the terms of the Central American Free Trade Agreement and the Australian Free Trade Agreement. Both countries and/or regions are major producers of sugar. Several other bilateral and regional trade agreements are being negotiated or considered by the Bush Administration. Many of the countries included in these agreements are major sugar producers and exporters. If reductions in sugar tariffs are included in these agreements, eventually excess sugar from these regions could enter the U.S. market and put pressure on domestic sugar prices. The impact of the various trade agreements on the Company can not be assessed at this time due to the uncertainty concerning the terms of the agreements and whether they will ultimately be implemented. It is possible, however, that the passage of various trade agreements could have a material adverse effect on the Company through a reduction in acreage that can be planted by the Company’s shareholders, and/or a reduction in sugar selling prices, and a corresponding reduction in the beet payment to the shareholders. The magnitude of the impact can not be determined at this time.

Labor Contract Negotiations

Substantially all of the hourly employees at the Red River Valley factories, including full-time and seasonal employees, are represented by the Bakery, Confectionery, Tobacco Workers and Grain Millers (BCTGM) AFL-CIO, and are covered by a collective bargaining agreement. Office, clerical and management employees are not unionized, except for certain office employees at the Moorhead and Crookston, Minnesota, and Hillsboro, North Dakota, factories who are covered by the collective bargaining agreement with the BCTGM.

The Company has entered into contract negotiations with the BCTGM with respect to the current agreement that expires on July 31, 2004. The Company anticipates that it will be able to reach an agreement with the BCTGM prior to the expiration of the current agreement, but no assurances can be given that the terms of any contract entered into between the BCTGM and the Company will be favorable to the Company or that the Company will actually be able to enter into any agreement prior to the expiration of the current agreement.

Energy Prices

The prices paid by the company for energy related products, such as natural gas and coke, have recently increased significantly due to supply and demand imbalances. The Company uses substantial amounts of these products in its manufacturing process. The Company believes that the prices for energy related products will remain high and will very likely increase. These higher prices may materially increase the cost of production of the Company thus impact the financial results of the Company.

Liquidity and Capital Resources

Under the Company’s Bylaws and Member Grower Contracts, payments for member delivered sugarbeets, the principal raw material used in producing the sugar and agri-products it sells, are subordinated to all member business expenses. In addition, the beet payments made to member growers and non-member growers are paid in three payments over the course of a year, and the member payments are made net of any anticipated unit retain for the crop. These procedures have the effect of providing the Company with an additional source of short-term financing. This member financing arrangement may result in an additional source of liquidity and reduced need for outside financing in comparison to a similar business operated on a non-cooperative basis.

Because sugar is sold throughout the year (while sugarbeets are processed primarily in the fall, winter and spring) and because substantial amounts of equipment are required for its operations, the

Company has utilized substantial outside financing on both a seasonal and long-term basis to fund such operations. The majority of such financing has been provided by a consortium of lenders lead by CoBank, ACB. The Company has a long-term debt commitment with CoBank, ACB of $200.8 million, of which $162.8 million was outstanding as of May 31, 2004. In addition, the Company had long-term debt outstanding, as of May 31, 2004, of $50 million from a private placement of Senior Notes that occurred in September of 1998; $16.4 million from a private placement of Senior Notes that occurred in January of 2003; $43.0 million from nine separate issuances of Pollution Control and Industrial Development Revenue Bonds, a term loan with Bank of North Dakota of $4.0 million and note payable of $1.0 million. The Company also has a seasonal line of credit with a consortium of lenders led by CoBank, ACB of $280 million, of which there was no outstanding balance as of May 31, 2004, and a line of credit with Wells Fargo Bank for $1.0 million. The Company’s commercial paper program provides short-term borrowings of up to $225 million of which approximately $192.0 million was outstanding as of May 31, 2004. Any borrowings under the commercial paper program will act to reduce the available credit under the CoBank, ACB seasonal line of credit by a commensurate amount. The Company had no outstanding loans with the CCC, as of May 31, 2004.

The changes that have occurred in the Company’s financial statements from August 31, 2003 to May 31, 2004 were primarily due to normal business seasonality, the acquisition activities related to Crab Creek and pension plan contributions. The first nine months of the Company’s fiscal year includes the completion of the sugarbeet harvest and the processing campaign, the final payments to growers for sugarbeets delivered from the previous year’s crop and the initial payments to growers for sugarbeets delivered from the current year’s crop. The cash used in operations of $94.4 million and investing activities of $13.2 million was funded primarily through the cash provided by the proceeds from short-term debt. The net cash provided by financing activities of $107.5 million was primarily comprised of the net proceeds from short-term debt of $142.0 million and proceeds from the installment sale of stock of $4.0 million partially offset by the repayment of long-term debt of $22.0 million and the payment of unit retains of $16.6 million.

Working capital has decreased $12.7 million from $49.6 million at the beginning of the year to $36.9 million as of May 31, 2004 primarily due to additional short-term debt, increased current maturities of long-term debt and an increase in amounts due growers partially offset by increased inventories and trade receivables, most of which are primarily due to normal business seasonality. Working capital as of May 31, 2004 was $36.9 million, an increase of $5.7 million when compared to $31.2 million of working capital as of May 31, 2003. The higher level of working capital as of May 31, 2004 was primarily due to increased inventories and accounts receivable partially offset by increased amounts due growers and higher short-term debt. These changes are primarily due to the larger crop this year and the resulting higher sugar production and grower beet payment.

Capital expenditures for the nine months ended May 31, 2004 were $15.9 million. Capital expenditures for the same period in 2003 were $33.2 million which included $15.8 million related to the acquisition of property and equipment by Sidney Sugars. The Company had outstanding commitments totaling $9.8 million as of May 31, 2004 for equipment and construction contracts related to various capital and maintenance projects.

The Company anticipates that the funds necessary for working capital requirements and future capital expenditures will be derived from operations, short-term borrowings, depreciation, unit retains and long-term borrowings.

to the Company the sugar marketing allocations formerly allocated to PNSC. Neither Crab Creek nor the Company intends to operate the Moses Lake facility.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss to future earnings, to fair values or to future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, exchange rates, commodity prices, equity prices and other market changes. Market risk is attributed to all market-risk sensitive financial instruments, including long term debt.

The Company does not believe that there is any material market risk exposure with respect to interest rates, exchange rates, commodity prices, equity prices and other market changes that would require disclosure under this item.

Item 4. Controls and Procedures

The Company’s chief executive officer and chief financial officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 240.13a-15e and 15d-15e promulgated under the Securities Exchange Act of 1934) as of May 31, 2004. Based on that review and evaluation, which included inquiries made to certain other employees of the Company, the chief executive officer and chief financial officer have concluded that the Company’s current disclosure controls and procedures, as designed and implemented, are reasonably adequate to ensure that they are provided with material information relating to the Company required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934.

There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weaknesses identified, and therefore no corrective actions were taken.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time and in the ordinary course of its business, the Company is named as a defendant in legal proceedings related to various issues, including worker’s compensation claims, tort claims and contractual disputes. The Company is currently involved in certain legal proceedings, which have arisen in the ordinary course of the Company’s business. The Company is also aware of certain other potential claims, which could result in the commencement of legal proceedings. The Company carries insurance, which provides protection against certain types of claims. With respect to current litigation and potential claims of which the Company is aware, the Company’s management believes that (i) the Company has insurance protection to cover all or a portion of any judgments which may be rendered against the Company with respect to certain claims or actions and (ii) any judgments which may be entered against the Company and which may exceed such insurance coverage or which may arise in actions involving potential liabilities not covered by insurance policies are not likely to have a material adverse effect upon the Company, or its assets or operations.

As of the date of this report, four administrative proceedings have been brought against the United States Department of Agriculture (USDA) seeking reversal of prior decisions regarding the determination and transfer of sugar marketing allocations made by the USDA or an agency under the USDA. These proceedings are in various stages of the applicable administrative process. While the Company is not a party to any of these administrative proceedings, it is, solely or in coordination with other sugar processors, an intervenor in these administrative proceedings. The Company does not

anticipate that the decisions in these proceedings will result in the USDA reversing its current decisions on sugar marketing allocations and its past transfers of such sugar marketing allocations. The outcome of any contested matter, however, is never certain and the eventual decision may result in a change in the current sugar marketing allocations. In the event these proceedings are decided in a manner that reduces the Company’s sugar allocations, the amount of sugar the Company can produce and market may be adversely impacted.

Item 2. Changes in Securities and Use of Proceeds.

None

Item 3. Default Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Item No.		Method of Filing

3.1	Restated Articles of Incorporation of American Crystal Sugar Company	Incorporated by reference to Exhibit 3(i) from the Company’s Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.

3.2	Restated By-laws of American Crystal Sugar Company	Incorporated by reference to Exhibit 3(ii) from the Company’s Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996.

4.1	Restated Articles of Incorporation of American Crystal Sugar Company	See Exhibit 3.1

4.2	Restated By-laws of American Crystal Sugar Company	See Exhibit 3.2

10.1	Trademark License Agreement between Registrant and United Sugars Corporation, dated November 1, 1993	Incorporated by reference to Exhibit 10(l) from the Company’s Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.

10.2	Form of Operating Agreement between Registrant and ProGold Limited Liability Company	Incorporated by reference to Exhibit 10(u) from the Company’s Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.

10.3	Form of Member Control Agreement between Registrant and ProGold Limited Liability Company	Incorporated by reference to Exhibit 10(v) from the Company’s Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.

10.4	Administrative Services Agreement between Registrant and ProGold Limited Liability Company	Incorporated by reference to Exhibit 10(w) from the Company’s Registration Statement on Form S-1 (File No. 33-83868), declared effective November 23, 1994.

+10.5	Coal Supply Agreement between Registrant and Spring Creek Coal Company, dated August 25, 1995	Incorporated by reference to Exhibit 10(y) from the Company’s Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996.

+10.6	Coal Transportation Agreement between Registrant and Northern Coal Transportation Company, dated August 25, 1995	Incorporated by reference to Exhibit 10(z) from the Company’s Registration Statement on Form S-1 (File No. 333-11693), declared effective November 13, 1996.

10.7	Pledge Agreement between Registrant and First Union Trust Company, NA	Incorporated by reference to Exhibit 10(ee) from the Company’s Annual Report on Form 10-K for the year ended August 31, 1998.

10.8	Indemnity Agreement between Registrant, Newcourt Capital USA Inc., Crystech, LLC and Crystech Senior Lender Trust	Incorporated by reference to Exhibit 10(ff) from the Company’s Annual Report on Form 10-K for the year ended August 31, 1998.

10.9	Tolling Services Agreement between Crystech, LLC and Registrant	Incorporated by reference to Exhibit 10(gg) from the Company’s Annual Report on Form 10-K for the year ended August 31, 1998.

10.10	Operations and Maintenance Agreement between Crystech, LLC and Registrant	Incorporated by reference to Exhibit 10(hh) from the Company’s Annual Report on Form 10-K for the year ended August 31, 1998.

+10.11	Limited Liability Company Agreement of Crystech, LLC	Incorporated by reference to Exhibit 10(ii) from the Company’s Annual Report on Form 10-K for the year ended August 31, 1998.

10.12	Master Agreement between the Registrant and Bakery, Confectionery, Tobacco Workers & Grain Millers AFL-CIO, CLC	Incorporated by reference to Exhibit 10.22 from the Company’s Annual Report on Form 10-K for the year ended August 31, 1999

10.13	Registrant’s Senior Note Purchase Agreement	Incorporated by reference to Exhibit 10.24 from the Company’s Annual Report on Form 10-K for the year ended August 31, 1999

10.14	Registrant’s Senior Note Inter-creditor and Collateral Agency Agreement	Incorporated by reference to Exhibit 10.25 from the Company’s Annual Report on Form 10-K for the year ended August 31, 1999

10.15	Registrant’s Senior Note Restated Mortgage and Security Agreement	Incorporated by reference to Exhibit 10.26 from the Company’s Annual Report on Form 10-K for the year ended August 31, 1999

10.16	Employment Agreement between the Registrant and James J. Horvath	Incorporated by reference to Exhibit 10.28 from the Company’s Annual Report on Form 10-K for the year ended August 31, 1999

10.17	Stipulation Agreement between Registrant and State of Minnesota Pollution Control Agency, dated April 4, 2000	Incorporated by reference to Exhibit 10.28 from the Company’s Form 10-Q for the quarter ended May 31, 2000

10.18	Board of Directors Deferred Compensation Plan, dated June 30, 1994	Incorporated by reference to Exhibit 10.29 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2000

10.19	Long Term Incentive Plan, dated June 23, 1999	Incorporated by reference to Exhibit 10.31 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2000

10.20	Addendum to Master Agreement between the Registrant and Bakery, Confectionery, Tobacco Workers & Grain Millers AFL-CIO, CLC dated July 10, 2001	Incorporated by reference to Exhibit 10.30 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2001

10.21	Uniform Member Sugar Marketing Agreement between the Registrant and United Sugars Corporation dated September 1, 2001.	Incorporated by reference to Exhibit 10.27 from the Company’s Form 10-Q for the quarter ended November 30, 2001

10.22	Uniform Member Marketing Agreement between the Registrant and Midwest Agri-Commodities Company dated September 1, 2001.	Incorporated by reference to Exhibit 10.28 from the Company’s Form 10-Q for the quarter ended November 30, 2001

10.23	Retirement Plan A Restatement	Incorporated by reference to Exhibit 10.28 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2002

10.24	Retirement Plan B Restatement	Incorporated by reference to Exhibit 10.29 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2002

10.25	Registrant’s Senior Note Purchase Agreement dated January 15, 2003	Incorporated by reference to Exhibit 10.29 from the Company’s Form 10-Q for the quarter ended February 28, 2003

10.26	Growers’ Contract (5-year Agreement) for the crop years 2003 through 2007	Incorporated by reference to Exhibit 10.30 from the Company’s Form 10-Q for the quarter ended February 28, 2003

10.27	Growers’ Contract (Annual Contract) for crop year 2003.	Incorporated by reference to Exhibit 10.31 from the Company’s Form 10-Q for the quarter ended February 28, 2003

+10.28	Beet Loading and Hauling Agreement between the Registrant and Transystems LLC for the crop years 2003 through 2007	Incorporated by reference to Exhibit 10.31 from the Company’s Form 10-Q for the quarter ended May 31, 2003

+10.29	2003 Sugarbeet Delivery Agreement between Sidney Sugars Incorporated and Growers	Incorporated by reference to Exhibit 10.32 from the Company’s Form 10-Q for the quarter ended May 31, 2003

10.30	Stipulation Agreement between Registrant and State of Minnesota Pollution Control Agency, dated August 5, 2003	Incorporated by reference to Exhibit 10.30 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2003

10.31	Term and Seasonal Loan Agreements between the Registrant and CoBank, ACB dated July 21, 2003	Incorporated by reference to Exhibit 10.31 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2003

10.32	Seasonal Loan Agreement between the Registrant and CoBank, ACB dated November 7, 2003	Incorporated by reference to Exhibit 10.32 from the Company’s Form 10-Q for the quarter ended November 30, 2003

10.33	Amendments to Registrant’s Senior Note Purchase Agreements dated November 26, 2003	Incorporated by reference to Exhibit 10.33 from the Company’s Form 10-Q for the quarter ended November 30, 2003

21.1	List of Subsidiaries of the Registrant	Incorporated by reference to Exhibit 21.1 from the Company’s Annual Report on Form 10-K for the year ended August 31, 2003

31.1	Rule 13a-14(a)/15(d)-14(a) Certification of the Chief Executive Officer	Accompanying herewith electronically

31.2	Rule 13a-14(a)/15(d)-14(a) Certification of the Chief Financial Officer	Accompanying herewith electronically

32.1	Section 1350 Certification of the Chief Executive Officer	Accompanying herewith electronically

32.2	Section 1350 Certification of the Chief Financial Officer	Accompanying herewith electronically

+ Confidential treatment under Rule 24b-2 of the Securities and Exchange Act of 1934, as amended, has been granted with respect to designated portions of this document.

(b) Reports on Form 8-K

The Company filed the following Current Report on Form 8-K during this quarter.

(i) Current Report on Form 8-K, dated March 29, 2004, under item 9 stating that the Company announced to its shareholders an increase in the projected gross beet payment for the 2003 crop.

The Company also announced that the Board of Directors has set the planting tolerance for the 2004 crop equal to 98 to 100 percent of stock acres.

The Company also announced its plans to discuss various trade agreements and their potential impact on the Company with its shareholders at spring factory district meetings.

SIGNATURES

Pursuant to the requirement 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.

		AMERICAN CRYSTAL SUGAR COMPANY
		(Registrant)


Date:	July 15, 2004		/s/ Mark Kalvoda
			Mark Kalvoda
			Corporate Controller,
			Chief Accounting Officer
			Duly Authorized Officer