Exhibit 10(c)
                                   SUPPLEMENT
                                       TO
                       UNIFORM MEMBER MARKETING AGREEMENT


                  THIS SUPPLEMENT, made effective as of the 1st day of August,
1966, is by and between United Sugars Corporation, a cooperative marketing
association organized under the laws of the State of Minnesota (hereinafter
referred to as "Marketing Agent") and Minn-Dak Farmers Cooperative, a
cooperative association organized under the laws of the State of Minnesota
(hereinafter referred to as "Processor").

                  WHEREAS, Marketing Agent and Processor have entered into a
Uniform Member Marketing Agreement dated as of January 1, 1994 (the
"Agreement"); and

                  WHEREAS, Marketing Agent and Processor desire to clarify and
supplement the Agreement by amending certain provisions set forth therein.

                  NOW, THEREFORE, the parties agree as follows:

                  1. Section 3 of the Agreement provides that distributions of
net proceeds to Processor and other participants in the pool shall be adjusted
by Marketing Agent periodically as production figures are determined. The
Agreement further provides that the adjustment is to include an interest charge
to any participant in the pool who has received an excess distribution based
upon preliminary estimates. Notwithstanding the provisions of Section 3 of the
Agreement, from and after January 1, 1994, such interest charge shall be based
on the average of (i) the monthly Commodity Credit Corporation loan rate for the
period in question and (ii) the rate charged by the St. Paul Bank to American
Crystal Sugar Company for thirty (30) day seasonal fixed rate financing for the
period in question.

                  2. It is understood that Marketing Agent has assumed all
marketing responsibilities of Processor. This includes and has always been
intended to include the purchase of sugar from third parties and the sale of
that purchased sugar to facilitate the marketing objectives of the Processor. It
is further understood that such purchases by Marketing Agent are in furtherance
of its responsibilities as Marketing Agent for Processor. As such, the parties
desire to specifically confirm this responsibility by adding a new paragraph to
Section 1 of the Agreement to read as follows:

                           It is understood and agreed that Marketing Agent may
                  from time to time procure certain Products from third parties
                  in order to meet the requirements of sales contracts or as
                  otherwise determined to be in the best interest of Processor
                  and the other member processors of Marketing Agent. Processor
                  and Marketing Agent agree that Marketing Agent shall act as an
                  agent for Processor in connection with such purchases of
                  Products and that the costs of acquiring such Products and
                  revenues received from the sale of such Products shall be
                  allocated to Processor and other member processors of
                  Marketing Agent on the same basis as allocations from the pool
                  for which the Products were purchased.

                  3. Except as otherwise specifically provided in Paragraph 1 of
this Supplement, the terms and conditions of the Agreement shall remain in
effect as provided therein. Paragraph 2 of this Supplement is only intended to
clarify the original intent of the parties with respect to the Agreement as in
effect on January 1, 1994.


                  IN WITNESS WHEREOF, the parties have executed this Supplement
effective as of the day and year first above written.


UNITED SUGARS CORPORATION             MINN-DAK FARMERS COOPERATIVE


BY       ROBERT B. ATWOOD             BY       LARRY D. STEWARD
ITS PRESIDENT                         ITS PRESIDENT/CEO