SUBSCRIPTION DOCUMENT C

                         AMERICAN CRYSTAL SUGAR COMPANY

                      INDICATION OF INTEREST IN PURCHASING
                            SHARES OF PREFERRED STOCK
                            FOR QUALIFYING NEW GROWER


     THE APPLICANT HEREBY REPRESENTS AND AGREES THAT (I) THE UNDERSIGNED IS 
NOT AN ENTITY SUCH AS A CORPORATION, PARTNERSHIP OR JOINT VENTURE; (II) THE 
UNDERSIGNED IS ELIGIBLE FOR MEMBERSHIP IN AMERICAN CRYSTAL SUGAR COMPANY (THE 
"COMPANY") AS OF THE DATE HEREOF, DESIRES TO BECOME A MEMBER OF THE COMPANY 
THROUGH THE PURCHASE OF ONE SHARE OF THE COMPANY'S COMMON STOCK AT A PRICE OF 
$10.00 PER SHARE AND ALSO DESIRES TO SUBSCRIBE FOR THE PURCHASE OF FIFTY (50) 
SHARES OF THE COMPANY'S PREFERRED STOCK, AT A PRICE OF $1,500.00 PER 
PREFERRED SHARE, WITH SUCH PURCHASES TO BE PART OF THE COMPANY'S PUBLIC 
OFFERING OF COMMON STOCK AND PREFERRED STOCK, ALL AS DESCRIBED IN THE 
COMPANY'S OCTOBER, 1996 PROSPECTUS AND ANY SUPPLEMENTS; (III) THE UNDERSIGNED 
QUALIFIES AS A "NEW GROWER" AS SUCH TERM IS DEFINED IN THE ACCOMPANYING 
SUBSCRIPTION DOCUMENT E AND (IV) THE UNDERSIGNED UNDERSTANDS THAT SUCH SHARE 
OF COMMON STOCK AND THE SHARES OF PREFERRED STOCK WILL BE AVAILABLE ONLY IF 
THIS RESPONSE IS RANDOMLY DRAWN IN A DRAWING TO BE HELD BY THE COMPANY AND 
THAT, WITHIN TWENTY (20) DAYS OF THE DATE OF THE NOTICE INDICATING THAT THE 
UNDERSIGNED IS ENTITLED TO PURCHASE THE SHARES, THE UNDERSIGNED MUST PAY THE 
PURCHASE PRICE OF SUCH SHARE OF COMMON STOCK AND THE SHARES OF PREFERRED 
STOCK. THE UNDERSIGNED ALSO AGREES THAT HE OR SHE SHALL BE THE INDIVIDUAL 
OWNER OF THE SHARES LISTED ABOVE AND THAT SUCH SHARES MAY NOT BE TRANSFERRED 
UNTIL AFTER THE HARVEST OF THE 1997 SUGARBEET CROP.

PROSPECTIVE
MEMBER NAME:   
ADDRESS:                           _____________________________________________
                                   (SIGNATURE) 



                                   DATED:_________________________________, 1996
                                   TELEPHONE:___________________________________
                                   FACTORY DISTRICT:____________________________






THIS INDICATION OF INTEREST MUST BE ACCOMPANIED BY SUBSCRIPTION DOCUMENT E AND
MUST BE RECEIVED BY THE COMPANY AT ITS CORPORATE OFFICE, 101 NORTH THIRD STREET,
MOORHEAD, MINNESOTA 56560, NO LATER THAN NOVEMBER 22, 1996 AT 5:00 P.M.  PAYMENT
FOR THE SHARES LISTED ABOVE IS NOT REQUIRED AT THIS TIME BUT WILL BE REQUIRED
WITHIN TWENTY (20) DAYS OF NOTICE THAT THE REQUESTED SHARES ARE
AVAILABLE FOR PURCHASE.