EXHIBIT 99.2













Board of Directors
Harvest States Cooperatives
Saint Paul, Minnesota

     We have audited the consolidated balance sheet of Harvest States
Cooperatives and subsidiaries (the Company) as of May 31, 1998 and the related
consolidated statements of earnings, capital, and cash flows (not presented
herein) for each of the two years in the period ended May 31, 1998. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company at May 31, 1998 and
the results of its operations and its cash flows for each of the two years in
the period ended May 31, 1998, in conformity with generally accepted accounting
principles.

     As discussed in Note 16 to the consolidated financial statements, effective
June 1, 1998, the Company merged with CENEX, Inc. to form Cenex Harvest States
Cooperatives.

                                                          DELOITTE & TOUCHE LLP
                                                                Minneapolis, MN
July 24, 1998