UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF THE ~~the~~SECURITIES ~~Securities Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (~~Date~~date of earliest event reported): ~~June~~August 2628, 2012

~~MINN~~Minn-~~DAK~~Dak ~~FARMERS~~Farmers ~~COOPERATIVE~~Cooperative

(Exact name of Registrant as ~~specified~~Specified in its ~~charter~~Charter)

North Dakota	33-94644	23-7222188
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
7525 Red River Road Wahpeton, North Dakota		58075
(Address of principal executive offices)		(Zip Code)

North Dakota

~~Registrant’s~~(State ~~telephone number,~~Or ~~including~~Other ~~area~~Jurisdiction ~~code: (701)~~Of ~~642-8411~~Incorporation)

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:

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)

~~☐ Written communications pursuant to Rule 425 under the Securities Act~~ (~~17 CFR 230.425~~701) ~~☐ Soliciting material pursuant to Rule 14a~~642-2 under the Exchange Act (17 CFR 240.14a-2) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))8411

~~Item~~Registrant’s ~~8.01~~Telephone ~~OTHER~~Number, ~~EVENTS~~Including Area Code

OnCheck ~~June 26, 2012,~~ the ~~Board~~appropriate ofbox ~~Directors~~below ~~of Minn-Dak~~if ~~Farmers Cooperative (~~the ~~“Company”)~~Form ~~approved a change to the estimated sugarbeet payment for the 2011~~8-~~crop~~K ~~from~~filing ~~the previous~~is ~~estimate~~intended ~~of 24.64301 cents per pound of extractible and bonus sugar (or $72.72 per ton of average quality harvested sugarbeets)~~ to ~~the~~simultaneously ~~current~~satisfy projection of 25.09372 cents per pound of extractible and bonus sugar (or $74.05 per ton of average quality harvested sugarbeets). The estimated sugarbeet payment is net of a $1.00 per harvested ton budget contingency hold back until such time as the ~~Company~~filing ~~has~~obligation ~~an accurate assessment~~ of ~~what~~ the ~~final~~registrant ~~payment~~under ~~for~~any ~~the 2011 sugarbeet crop will be. The Board~~ of ~~Directors also authorized a capital contribution from shareholders through a per unit retain deduction of $1.00 per harvested ton that will be deducted from~~ the ~~2011-crop~~following ~~July beet payment. The per unit retain has been earmarked for capital improvements. This unit retain~~provisions ~~will~~(see ~~initially~~General beInstruction ~~non-qualified, but may be qualified at a later date and time as allowed by the IRS regulations and as required by the Company for tax planning purposes~~A. ~~The estimated sugarbeet payment may be changed, modified or amended as additional information becomes available during the Company's fiscal year~~2. below):

~~Any~~☐ ~~statements~~Written ~~regarding~~communications ~~future~~pursuant ~~market~~to ~~prices,~~Rule ~~anticipated costs,~~425 ~~agricultural~~under ~~results,~~the ~~operating~~Securities ~~results~~Act ~~and~~(17 ~~other~~CFR ~~statements~~230.425) ~~that~~☐ ~~are~~Soliciting ~~not~~material ~~historical~~pursuant ~~facts~~to ~~contained~~Rule ~~in this 8~~14a-K12 ~~report are~~under ~~forward-looking~~the ~~statements.~~Exchange ~~The~~Act ~~words~~(17 ~~"expect",~~CFR ~~"project",~~240.14a-12) ~~"estimate",~~☐ ~~"believe",~~Pre-commencement ~~"anticipate", "plan",~~communications ~~"intend",~~pursuant ~~"could", "may", "predict" and similar expressions are also intended~~ to ~~identify~~Rule ~~forward~~14d-~~looking~~2(b) ~~statements.~~under ~~Such statements involve risks, uncertainties and assumptions, including, without limitation, market factors,~~ the ~~effect~~Exchange ofAct ~~weather~~(17 ~~and~~CFR ~~economic~~240.14d-2(b)) ~~conditions,~~☐ ~~farm~~Pre-commencement ~~and~~communications ~~trade~~pursuant ~~policy,~~to ~~the~~Rule ~~available~~13e-4(c) ~~supply~~under ~~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.~~Act ~~Should~~(17 ~~one~~CFR ~~or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated~~240.13e-4(c))

~~SIGNATURE~~Item 5.02 Departure of Directors or Certain Officers; Elections of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Pursuant~~On toAugust ~~the~~28, ~~requirements~~2012, ofMinn-Dak ~~the~~Farmers ~~Securities~~Cooperative ~~Exchange~~(the “Company”) ~~Act~~and ofDavid ~~1934~~H. Roche, the ~~registrant~~Company’s ~~has~~Chief ~~duly~~Executive ~~caused~~Officer, ~~this~~executed ~~report~~a renewal agreement (the “Renewal”) to behis existing ~~signed~~Amended onand ~~its~~Restated ~~behalf~~Employment byAgreement with the ~~undersigned~~Company dated August 27, ~~thereunto~~2009 ~~duly~~(the ~~authorized~~“Employment Agreement”).

	MINN-DAK FARMERS COOPERATIVE
Dated: June 28, 2012	By:	/S/ David H. Roche
		David H. Roche President and Chief Executive Officer

Under the terms of the Renewal, the term of the Employment Agreement was extended for an additional one-year period to August 31, 2013 and Mr. Roche’s annual base salary was increased to $390,300.00 for the one one-year period ended August 31, 2013. The Renewal also operated as an amendment to Section 4 A. of the Employment Agreement, which deals with the determination of the Compensation. No other provisions of the Employment Agreement were changed.

The above summaries of the Renewal and the Employment Agreement do not purport to be complete and are subject to and qualified in their entirety by reference to the respective texts of the Employment Agreement and the Renewal. The Employment Agreement is included as Exhibit 10(r) to the Company’s Annual Report on Form 10-K for the year ended August 31, 2009 and is incorporated by reference into this Item 5.02. The Renewal will be included as an exhibit to the Company’s Annual Report on Form 10-K for the year ended August 31, 2012.

Item 8.01

Other Events.

On August 28, 2012, the Board of Directors of the Company approved a $70.3 million capital investment to add Molasses De-sugarization and expand its sugar loading facilities at its plant in Wahpeton, North Dakota. Construction is expected to begin in September 2012 and is expected to be completed in September 2014.

The financing required for the $70.3 million capital investment is anticipated to be a combination of third-party debt and shareholder unit retains and patronage.

Molasses De-sugarization is a proven technology that extracts saleable granulated sugar from the sugarbeet co-product molasses.

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

	By:	/s/ David H. Roche
		David H. Roche President and Chief Executive Officer

Date: August 30, 2012

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