AMERICAN CRYSTAL SUGAR COMPANY

                      INDICATION OF INTEREST IN PURCHASING
                            SHARES OF PREFERRED STOCK
                           FOR QUALIFYING SMALL 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 OR CONTINUES TO BE ELIGIBLE FOR MEMBERSHIP IN AMERICAN
CRYSTAL SUGAR COMPANY (THE "COMPANY") AS OF THE DATE HEREOF, AND 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 "SMALL GROWER" AS SUCH TERM IS DEFINED IN
THE ACCOMPANYING SUBSCRIPTION DOCUMENT E AND (IV) THE UNDERSIGNED UNDERSTANDS
THAT SUCH SHARES OF PREFERRED STOCK (AND COMMON STOCK, IF NECESSARY) 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.


SHAREHOLDER
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.