FARMLAND INDUSTRIES INC
10-Q, 1994-01-13
MEAT PACKING PLANTS
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  <PAGE>




                              FORM 10-Q




                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C. 20549



             QUARTERLY REPORT UNDER SECTION 13 or 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934



  For Quarter Ended                                 Commission File
  November 30, 1993                                  Number 2-67985


                      FARMLAND INDUSTRIES, INC.

       (Exact name of registrant as specified in its charter)


         Kansas                                        44-0209330
  (State of Incorporation)                            (I.R.S. Employer
                                                      Identification No.)


          3315 North Oak Trafficway, Kansas City, Missouri
              (Address of principal executive offices)

                                64116
                             (Zip Code)


                            816-459-6000
        (Registrant's telephone number, including area code)

       Indicate  by check mark whether the registrant (1) has filed
  all reports required to be filed by Section 13 or  15(d)  of  the
  Securities  Exchange  Act  of 1934 during the preceding 12 months
  (or for such shorter period that the registrant was  required  to
  file  such  reports),  and  (2)  has  been subject to such filing
  requirements for the past 90 days.  Yes  X   No















  <PAGE>

             FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES


                CONDENSED CONSOLIDATED BALANCE SHEETS


                               ASSETS


  <TABLE>
  <CAPTION>
                                                                           November 30   August 31
                                                                               1993         1993
                                                                            (Amounts in Thousands)
  <S>                                                                      <C>           <C>
  CURRENT ASSETS

    Accounts receivable....................................................$  345,319    $  320,980
    Inventories (note 2)...................................................   553,658       496,690
    Prepaid expenses.......................................................    15,204         4,610
    Other current assets...................................................   114,023        93,120

  TOTAL CURRENT ASSETS.....................................................$1,028,204    $  915,400



  INVESTMENTS AND LONG-TERM RECEIVABLES....................................$  181,466    $  183,312




  PROPERTY, PLANT AND EQUIPMENT

    Property, plant and equipment, at cost.................................$1,173,298    $1,154,343
    Less accumulated depreciation and amortization.........................   667,016       649,965


  NET PROPERTY, PLANT AND EQUIPMENT........................................$  506,282    $  504,378




  OTHER ASSETS.............................................................$  118,449    $  116,891







  TOTAL ASSETS.............................................................$1,834,401    $1,719,981




  <FN>
  See accompanying notes to condensed consolidated financial statements
  </TABLE>






  <PAGE>

             FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND EQUITIES


  <TABLE>
  <CAPTION>
                                                                 November 30   August 31
                                                                     1993         1993

                                                                  (Amounts in Thousands)
  <S>                                                            <C>           <C>
  CURRENT LIABILITIES

    Accounts and notes payable...................................$  584,999    $  504,497
    Current maturities of long-term debt.........................    24,575        31,947
    Other current liabilities....................................   159,344       118,437

  TOTAL CURRENT LIABILITIES......................................$  768,918    $  654,881



  LONG-TERM DEBT (excluding current maturities)..................$  473,134    $  485,861



  DEFERRED INCOME TAXES (note 1).................................$    2,169    $    2,169



  MINORITY OWNERS' EQUITY IN SUBSIDIARIES........................$   17,038    $   15,363



  INCOME BEFORE INCOME TAXES, PATRONAGE
    REFUNDS AND APPROPRIATION FOR EARNED SURPLUS (note 1)........$   11,494    $      -0-



  CAPITAL SHARES AND EQUITIES
    Common shares, $25 par value - Authorized 50,000,000 shares..$  379,953    $  379,996
    Other equities...............................................   181,695       181,711

  TOTAL CAPITAL SHARES AND EQUITIES..............................$  561,648    $  561,707




  TOTAL LIABILITIES AND EQUITIES.................................$1,834,401    $1,719,981


  </TABLE>










  <PAGE>

             FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES


           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

  <TABLE>
  <CAPTION>
                                                                       Three Months Ended

                                                                    November 30   November 30
                                                                        1993          1992

                                                                     (Amounts in Thousands)

  <S>                                                              <C>            <C>
  Sales............................................................$1,473,992     $  952,903

  Cost of sales.................................................... 1,383,764        893,736


  Gross Income.....................................................$   90,228     $   59,167


  Selling, general & administrative expenses.......................$   65,905     $   57,258


  Other income (deductions):
    Interest expense...............................................$  (13,133)    $   (7,969)
    Operations of joint ventures...................................    (4,067)        (2,417)
    Other, net.....................................................     2,930          1,209

      Total Other Income (Deductions)..............................$  (14,270)    $   (9,177)


  Income (loss) before income taxes, minority owners'
    interest and patronage refunds.................................$   10,053     $   (7,268)

  Minority owners' interest in net loss of subsidiaries............$    1,441     $      -0-


  Income (loss) before income taxes and patronage refunds (note 1).$   11,494     $   (7,268)



  <FN>











  See accompanying notes to condensed consolidated financial statements
  </TABLE>






  <PAGE>

             FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  <TABLE>
  <CAPTION>

                                                                    Three Months Ended
                                                                 November 30   November 30
                                                                     1993          1992
                                                                  (Amounts in Thousands)
  <S>                                                             <C>           <C>
  Cash flows from operating activities:
    Income (loss) before income taxes and patronage refunds.......$  11,494     $  (7,268)
    Adjustments to reconcile income before income taxes and
     patronage refunds to net cash provided by (used in) operating activities:
       Depreciation and amortization..............................   16,625        12,925
       Other, net.................................................    2,451           668
       Changes in assets and liabilities:
         Accounts receivable......................................  (15,518)      (12,555)
         Inventories..............................................  (56,782)      (92,484)
         Other assets.............................................  (51,809)       (9,218)
         Accounts payable.........................................   29,795        (8,114)
         Advances on product purchases............................   28,461        25,516
         Accrued interest and other liabilities...................    8,589       (11,503)

  Net cash used in operating activities...........................$ (26,694)    $(102,033)
  Cash flows from investing activities:
    Advances to borrowers by finance companies....................$     -0-     $(153,083)
    Collections from borrowers by finance companies...............      -0-       138,212
    Proceeds from disposal of investments and notes receivable....    2,829           869
    Acquisition of investments and notes receivable...............  (10,038)       (6,646)
    Acquisition of a business.....................................   (2,223)          -0-
    Capital expenditures..........................................  (21,407)      (22,942)
    Other.........................................................    8,504           958

  Net cash used in investing activities...........................$ (22,335)    $ (42,632)

  Cash flows from financing activities:
    Net increase of demand loan certificates......................$   7,999     $   2,012
    Proceeds from bank loans and notes payable....................  256,530       393,951
    Payments on bank loans and notes payable...................... (295,803)     (318,206)
    Proceeds from issuance of subordinated debt certificates......   14,472        24,807
    Payments for redemption of subordinated debt certificates.....   (3,857)       (7,274)
    Increase of checks and drafts outstanding.....................   40,063        45,121
    Payments for redemption of equities...........................      (16)      (13,363)
    Payments of patronage refunds and dividends...................      -0-       (17,450)
    Other.........................................................    1,268           328

  Net cash provided by financing activities.......................$  20,656     $ 109,926

  Net decrease in cash and cash equivalents.......................$ (28,373)    $ (34,739)

  Cash and cash equivalents at beginning of period................   28,373        34,739

  Cash and cash equivalents at end of period......................$     -0-     $     -0-









  <PAGE>



             FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES

     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

  </TABLE>
  <TABLE>

  <CAPTION>


  SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

                                                                              Three Months Ended

                                                                           November 30   November 30
                                                                               1993          1992
                                                                            (Amounts in Thousands)

  <S>                                                                       <C>           <C>

  Acquisition of a business:
    Fair value of net assets acquired.............................$   3,745     $     -0-
    Minority owners' investment...................................   (1,522)          -0-


    Cash paid.....................................................$   2,223     $     -0-



  </TABLE>


  [FN]
  See accompanying notes to condensed consolidated financial statements






  <PAGE>

             FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


  (1) Interim Financial Statements

       The  information  included  in  these condensed consolidated
  financial statements reflects all adjustments (consisting only of
  normal recurring accruals) which, in the opinion  of  management,
  are necessary for a fair statement of the results for the interim
  periods  presented.   Certain reclassifications have been made to
  the consolidated balance sheet of the prior year to conform  with
  the current year presentation.

       In  accordance  with the bylaws of Farmland Industries, Inc.
  ("Farmland") and its cooperative subsidiaries, patronage  refunds
  are   apportioned   and   distributed  or  patronage  losses  are
  apportioned  at  the  end  of  each  fiscal  year.      As   this
  apportionment  is  determined only at the end of each fiscal year
  and since the provision for  income  taxes,  dividends,  and  the
  resultant  amount  of  such  cooperative associations' net income
  (loss)  transferred   to   surplus   are   dependent   upon   the
  determination  of the amount of the patronage refund or patronage
  loss, Farmland Industries, Inc. and subsidiaries ("the  Company")
  has historically made no provisions for income taxes or patronage
  refunds  in  its  interim  financial statements.   Therefore, the
  amount of  interim  income  before  income  taxes  and  patronage
  refunds has been reflected as a separate item in the accompanying
  November 30, 1993 condensed consolidated balance sheet.



  <PAGE>

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
                             (Continued)


  (2) Inventories

       Major  components  of  inventories at November 30, 1993, and
  August 31, 1993, are as follows:

  <TABLE>
  <CAPTION>
                                                        November 30  August 31
                                                            1993        1993

                                                        (Amounts in Thousands)
       <S>                                             <C>           <C>

       Finished and in-process products................$  312,945    $  285,947
       Grain...........................................   118,747        91,990
       Beef............................................    27,301        27,754
       Materials.......................................    45,364        43,857
       Supplies........................................    39,715        41,388

                                                       $  544,072    $  490,936
       LIFO adjustment.................................     9,586         5,754

                                                       $  553,658    $  496,690


  </TABLE>

       All inventories, other than grain, supplies and certain beef
  and  petroleum  inventories, are valued at the lower of first-in,
  first-out (FIFO) cost or market.  The Company follows a policy of
  hedging its grain commodity transactions.  Grain inventories  are
  valued  at  market adjusted for net unrealized gains or losses on
  open commodity contracts.  Supplies are valued at  cost.    Crude
  oil,  refined  petroleum  products, beef and beef by-products are
  valued at the lower of last-in, first-out (LIFO) cost or  market.
  In  applying  the lower of cost or market valuation method in the
  case  of  petroleum  LIFO  inventory,  the  general  practice  is
  modified  to  conform  to  the integral view of interim financial
  statements.  Accordingly, a seasonal market value  decline  below
  cost of LIFO inventories, at an interim date, which is reasonably
  expected to be restored by year-end, is not recognized in interim
  results of operations since no loss is expected to be incurred in
  the  annual period.   At November 30, 1993, the carrying value of
  petroleum  inventories  stated  under   the   LIFO   method   was
  $94,573,000.  This exceeded the market value of such inventory by
  $17,232,000.    However,  based  on  historical  prices of energy
  products and seasonal market price variations, the  market  value
  decline  below  cost is expected to be a temporary seasonal price
  fluctuation.

       Had the lower of first-in, first-out (FIFO) cost  or  market
  been  used  to  value  these  petroleum  products, inventories at








  <PAGE>

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
                             (Continued)


  November 30, 1993 would have been lower by $9,586,000.  The  LIFO
  valuation  method  had  the  effect  of  increasing income before
  income taxes and patronage refunds for  the  three  months  ended
  November   30,  1993  and  1992  by  $3,832,000  and  $2,699,000,
  respectively.

       The carrying value of beef inventories stated under the LIFO
  method was $27,301,000 at November 30, 1993.  The LIFO method  of
  accounting  for  beef  inventories  had no effect on the carrying
  value of inventories or on the  income  reported  for  the  three
  months  ended  November  30,  1993, because market value of these
  inventories was lower than LIFO or FIFO cost.


  (3) Contingent Liabilities

       On  July  28,  1983,  Farmland  sold  the  stock  of   Terra
  Resources,  Inc.  ("Terra"), a wholly-owned subsidiary engaged in
  oil and gas exploration and production operations, and exited its
  oil and gas exploration and production activities.  The gain from
  the sale of Terra amounted  to  $237,200,000  for  tax  reporting
  purposes.  During 1983, and prior to the sale of the Terra stock,
  Farmland  received  certain  distributions  from  Terra  totaling
  $24,800,000.  For tax purposes, Farmland  claimed  intercorporate
  dividends-received  deductions  for  the  entire  amount  of such
  distributions.

       On March 24, 1993,  the  Internal  Revenue  Service  ("IRS")
  issued  a  statutory notice to Farmland asserting deficiencies in
  federal income taxes (exclusive of statutory interest thereon) in
  the aggregate amount of $70,775,000.   The asserted  deficiencies
  relate  primarily  to  the Company's tax treatment of the sale of
  the Terra stock and the distributions received from  Terra  prior
  to  the sale.   The IRS asserts that Farmland incorrectly treated
  the  Terra  sale   gain   as   income   against   which   certain
  patronage-sourced  operating losses could be offset, and that, as
  a  nonexempt  cooperative,  Farmland  was  not  entitled  to   an
  intercorporate  dividends-received  deduction  in  respect of the
  1983 distribution by Terra.   It further  asserts  that  Farmland
  incorrectly  characterized  gains  for  tax  purposes aggregating
  approximately  $14,600,000,   and   a   loss   of   approximately
  $2,300,000,  from  the  disposition  of certain other assets.  On
  June 11, 1993, Farmland filed a petition in the United States Tax
  Court contesting the asserted deficiencies in their entirety.   A
  trial date has not yet been set.

       If  the  IRS  ultimately  prevails on all of the adjustments
  asserted in the statutory notice, Farmland would have  additional
  federal    and   state   income   tax   liabilities   aggregating
  approximately $85,800,000 plus  accumulating  statutory  interest
  thereon    (through   November   30,   1993,   of   approximately
  $135,000,000).  In addition, such adjustments  would  affect  the
  computation  of  Farmland's  taxable income for its 1989 tax year
  and, as a result, could increase  Farmland's  federal  and  state






  <PAGE>

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
                             (Continued)


  income  taxes  for  that  year  by  approximately $5,000,000 plus
  applicable statutory interest thereon.

       No  provision  has  been  made in the consolidated financial
  statements  for  federal  or  state  income  taxes  (or  interest
  thereon)  in respect of the IRS claims described above.  Farmland
  believes that it has meritorious positions with respect to all of
  these  claims  and  will  continue  to  vigorously  pursue  their
  favorable resolution through the pending litigation.

       In  the  opinion  of  Bryan  Cave,  Farmland's  special  tax
  counsel, it  is  more  likely  than  not  that  the  courts  will
  ultimately  conclude  that  (i) Farmland's treatment of the Terra
  sale gain was substantially, if not entirely, correct;  and  (ii)
  Farmland  properly  claimed  a  dividends-received  deduction  in
  respect of the 1983 distributions which it  received  from  Terra
  prior  to  the  sale  of  the  Terra stock.   Counsel has further
  advised, however, that none  of  the  issues  involved  in  these
  disputes  is  free from doubt, and that there can be no assurance
  that the courts will ultimately rule in favor of Farmland on  any
  of these issues.

       Should  the  IRS  ultimately  prevail on all of its asserted
  claims, all claimed federal and state income  taxes  as  well  as
  accrued  interest  would  become immediately due and payable, and
  would be charged to  current  operations.    In  such  case,  the
  Company  would  be  required  to  renegotiate agreements with its
  banks to maintain compliance with various  requirements  of  such
  agreements,  including  working  capital  and funded indebtedness
  provisions.   However,  no  assurance  can  be  given  that  such
  renegotiation  would  be successful.   Alternatives could include
  other financing arrangements or the possible sale of assets.


  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS


  General

       Farmland Industries, Inc. ("Farmland") is  a  regional  farm
  supply  and  marketing  cooperative.    Farmland and subsidiaries
  (the"Company")  conducts  business  primarily  in  two  operating
  areas.    On  the  input  side  of the agricultural industry, the
  Company operates as a farm supply cooperative.    On  the  output
  side  of  the  agricultural  industry,  the Company operates as a
  processing and marketing cooperative.

       Cooperative farm supply operations consists of three product
  divisions--petroleum, fertilizer and agricultural chemicals,  and
  feed.  Products of the petroleum division are principally refined
  fuels,  propane, by-products of petroleum refining and a complete
  line of car, truck and tractor tires, batteries and  accessories.
  Principal  products  of the fertilizer and agricultural chemicals






  <PAGE>

  division are nitrogen, phosphate and  potash  fertilizers  and  a
  complete  line  of  insecticides, herbicides and mixed chemicals.
  Feed division products include swine, beef, poultry, mineral  and
  specialty  feeds,  feed  ingredients  and animal health products.
  The Company distributes farm supply products at wholesale.    Its
  customers are primarily local farm cooperative associations which
  are  members  and  owners of Farmland.   These local cooperatives
  distribute products primarily to farmers and ranchers who utilize
  the products in the production of farm crops and livestock.

       Cooperative marketing operations  include  the  storage  and
  marketing of grain, processing pork and beef, and marketing fresh
  pork,  processed pork, fresh beef and boxed beef.  Hogs and grain
  are supplied to the Company  primarily  by  members.  Cattle  are
  purchased  from  producers  in  the  proximity  of beef plants at
  Liberal and Dodge City, Kansas. The Company has made arrangements
  to allow beef producers to become members and  supply  cattle  to
  the Company on a patronage basis.

       Geographically, the Company's markets are mid-western states
  which comprise the corn belt and the wheat belt.

       A  substantial portion of the Company's supply and marketing
  products are produced in  facilities  owned  by  the  Company  or
  operated  by  the Company under long-term lease arrangements.  No
  material part of the business of any segment of  the  Company  is
  dependent on a single customer or a few customers.

       The   Company's   revenues  depend  to  a  large  extent  on
  conditions in agriculture and may  be  volatile  due  to  factors
  beyond  the  Company's  control,  such as weather, crop failures,
  federal  agricultural  programs,  production  efficiencies,   and
  direct  imports  or exports.  In addition, global variables which
  affect supply, demand and price of crude oil  and  refined  fuels
  impact  the  Company's  petroleum operations.   Management cannot
  determine the extent to which future operations  of  the  Company
  may  be  impacted  by these factors.  The Company's cash flow and
  net income may continue to be volatile  as  conditions  affecting
  agriculture and markets for the Company's products change.


        Financial Condition, Liquidity and Capital Resources

       The  Company maintains two primary sources for debt capital:
  a continuous public offering of  its  debt  securities  and  bank
  lines   of   credit,   primarily   with  the  National  Bank  for
  Cooperatives ("CoBank").

       The  Company's  debt  securities  are  offered   through   a
  wholly-owned  broker/dealer  subsidiary  on a best-efforts basis.
  The types of securities offered include certificates  payable  on
  demand   and   five-,  ten-  and  twenty-year  subordinated  debt
  certificates.  The total amount of such debt outstanding and  the
  flow of funds to, or from, the Company as a result of this public
  offering  are  influenced  by the rate of interest which Farmland
  establishes for each type of  debt  certificate  offered  and  by
  options  of  Farmland  to  call  for  redemption  certain  of its
  outstanding debt certificates.   During the  three  months  ended






  <PAGE>

  November  30,  1993,  the  outstanding balance of demand loan and
  subordinated debt certificates increased $18.6 million.

       The  Company's  credit lines with CoBank provide a source of
  long-term and short-term funds and provide support for letters of
  credit issued by the bank on behalf of  Farmland.    Under  these
  lines,   a   commodity   loan   is  available  to  finance  grain
  inventories,  seasonal  loans   are   available   for   financing
  inventories  and  operations,  and  term  loans are available for
  facility additions.   The agreements  with  CoBank  are  reviewed
  and/or  revised  at least annually.   The next date scheduled for
  review of the agreements is February 15, 1994.

       At November 30, 1993, the maximum  borrowings  available  to
  Farmland  under  existing  lines  of  credit  with CoBank totaled
  $508.9 million, of which $176.5 million was borrowed,  and  $55.1
  million  was  being  utilized  for  support  of letters of credit
  issued on behalf of Farmland by  CoBank.    The  agreements  with
  CoBank  stipulate  that  by February 15, 1994, the maximum credit
  available from CoBank to the  Company  shall  be  reduced  to  an
  amount not in excess of CoBank's then applicable lending limit to
  a  single borrower.  At November 30, 1993, the Company's lines of
  credit with CoBank exceeded the bank's normal lending limit to  a
  single borrower by approximately $33.9 million.

       Farmland's  loan  agreements  with CoBank contain provisions
  which  require  the  Company  to  maintain  consolidated  working
  capital   of   not   less  than  $150  million  and  to  maintain
  consolidated net worth  of  not  less  than  $425  million.    In
  addition,  the  agreements require the Company to maintain funded
  indebtedness and senior funded indebtedness of not more than  52%
  and  43%  of capitalization, respectively.   All computations are
  based  on  consolidated  financial  data  adjusted   to   exclude
  nonrecourse  subsidiaries  (any  subsidiary for which Farmland is
  not directly or indirectly liable for any  of  such  subsidiary's
  indebtedness).   Computed in accordance with the loan agreements,
  at November 30, 1993, working capital  was  $205.8  million,  net
  worth  was  $574.0  million  and  funded  indebtedness and senior
  funded indebtedness  were  43.6%  and  18.3%  of  capitalization,
  respectively.

       Farmland  also has credit facilities with various commercial
  banks.  At November 30, 1993, Farmland's  available  credit  from
  commercial banks under committed and uncommitted arrangements was
  $215.0 million  and  $30.0 million, respectively. At November 30,
  1993, borrowings under these  committed  and  uncommitted  credit
  facilities  were  $149.0 million and $10.0 million, respectively.
  In addition, $18.7 million was used to support letters of  credit
  issued  by  such banks on Farmland's behalf.  Financial covenants
  of these arrangements are not more  restrictive  than  Farmland's
  credit lines with CoBank.

       Management  considers these arrangements for debt capital to
  be adequate for  the  Company's  present  operating  and  capital
  plans.      However,   alternative   financing  arrangements  are
  continuously evaluated.








  <PAGE>

       Leveraged leasing has been utilized to finance railcars, and
  a  substantial  portion   of   nitrogen   fertilizer   production
  equipment.    Under the most restrictive covenants of its leases,
  the Company has agreed to maintain working capital  of  at  least
  $75  million,  consolidated  funded indebtedness not greater than
  65%  of  consolidated  capitalization,  and  consolidated  senior
  funded   indebtedness   not  greater  than  50%  of  consolidated
  capitalization.

       Major uses of cash during the three  months  ended  November
  30,  1993  include  $39.3  million  for  a  net reduction in bank
  borrowings,  $26.7  million  in  operations,  $21.4  million  for
  capital   expenditures   and  $10.0 million  for  acquisition  of
  investments.   These funds were provided  from  a  $40.1  million
  increase  in  checks  and  drafts  outstanding,  an $18.6 million
  increase of the outstanding balance of demand  loan  certificates
  and   subordinated  debt  certificates,  and  $28.4  million  was
  provided from the 1993 year end cash balance.

       The Internal Revenue Service issued a  statutory  notice  to
  Farmland  asserting  significant  deficiencies  in federal income
  taxes  and statutory interest thereon.  Farmland filed a petition
  in  the  United  States  Tax  Court   contesting   the   asserted
  deficiencies  in  their entirety.  See note 3 of the notes to the
  condensed consolidated financial statements.


  Results of Operations

       Operating  results  for  any  quarter  are  not  necessarily
  indicative  of  the  results  expected  for  the full year.   The
  principal businesses  of  Farmland  are  highly  seasonal.    The
  majority  of  sales  of farm supply products occurs in the spring
  months, the highest  revenues  in  grain  marketing  historically
  occur  during  the  summer  months and summer is the lowest sales
  period for pork marketing.   In view of the  seasonality  of  the
  Company's  businesses,  it must be emphasized that the results of
  the three months ended November 30, 1993 should not be annualized
  to project a full year's results.


  Three Months Ended November 30, 1993 Compared with Three Months
  Ended November 30, 1992


    Sales

       Sales for the three months ended November 30, 1993 increased
  $521.1 million or 54.7% compared with the corresponding period of
  the prior year.   The increase  includes  $438.3  million  higher
  sales  of agricultural output products (grain, beef and pork) and
  $82.3  million  higher  sales  of  agricultural  input   products
  (fertilizer and chemicals, petroleum and feed).

       All  output  product  groups  reported  higher sales.   Beef
  operations with sales of $295.3 million in the three months ended
  November 30, 1993, were not acquired until  April  1993.    Grain
  sales  increased  $76.5  million  principally  due to higher unit






  <PAGE>

  sales and prices of corn  and  milo.    Sales  of  pork  products
  increased  $66.5 million  mostly  because of products from a pork
  processing plant acquired in February  1993  generated  sales  of
  approximately  $45.0  million  in the three months ended November
  30, 1993.

       Input products sales increased primarily  because  sales  of
  the  fertilizer  and  agricultural  chemicals  and feed increased
  $52.8 million and $22.2 million, respectively.  Fertilizer  sales
  increased  approximately  $58.0 million  due  to  32% higher unit
  sales at slightly higher prices.  Fertilizer unit sales increased
  in the three months  ended  November  30,  1993,  mostly  because
  weather  conditions  in  that period were more favorable for fall
  farming activities than in the corresponding period of the  prior
  year  which  was  extremely wet.   Feed sales increased primarily
  because of higher formula feed and feed  ingredients  unit  sales
  and because of higher feed ingredients prices.


    Operating Profit

       Income  before  income  taxes  and patronage refunds for the
  three months ended November  30,  1993  increased  $18.8  million
  compared  with  the corresponding period of the prior year.  This
  increase includes a $17.8 million increase in  operating  profits
  in  the  petroleum  business  segment.    Operating profit in the
  petroleum business segment increased primarily because production
  at the Coffeyville, Kansas refinery was suspended  for  scheduled
  maintenance  in  September  of  the  prior  year and because unit
  margins on diesel fuels with low levels of  sulfur  (required  by
  the  Environmental  Protection  Agency for diesel fuel sold after
  September 30, 1993) have been higher than  the  unit  margins  on
  diesel  fuels sold in the corresponding period of the prior year.
  These margins were significantly  higher  immediately  after  the
  crossover  to  the  low level sulfur fuels.  Operating profits of
  the  fertilizer  and  agricultural  chemicals,  grain  and  other
  business  segments  increased $4.2 million, $3.4 million and $3.0
  million,  respectively.    Results  in  the  fertilizer  business
  segment  increased  due  to  higher unit sales and higher selling
  prices.  These improvements were partly offset  by  $4.4  million
  lower  operating  profits  in the food marketing business segment
  and by $5.1 million higher interest expense.

       Selling, general and administrative expenses increased  $8.6
  million in the three months ended November 30, 1993 compared with
  the  corresponding  period  of  the  prior  year.    The increase
  includes costs of $2.4 million in beef operations which were  not
  acquired   until   April  1993  and  $6.1  million  higher  costs
  associated with pork processing and marketing operations.   These
  costs  increases  account for the decrease in operating profit of
  the food marketing business segment discussed above.


  Recent Accounting Pronouncements

       In the first  quarter  of  1993,  the  Company  adopted  the
  provisions  of Statement of Financial Accounting Standards (SFAS)
  106, "Employers' Accounting  for  Postretirement  Benefits  Other






  <PAGE>

  Than  Pensions."  Under SFAS 106, the expected costs of providing
  such benefits are accrued during the active service period of the
  employee rather than accounting for such costs on a pay-as-you-go
  (cash)  basis.    The  effect  of  implementation  of  SFAS  106,
  including amortization (over 20 years) of previously unrecognized
  costs  related  to  the  service  period  already  rendered  (the
  transition obligation) was insignificant.

       In  the  first  quarter  of  1993,  the  Company adopted the
  provisions of Statement of Financial Accounting Standards  (SFAS)
  109, "Accounting for Income Taxes."  Under SFAS 109, deferred tax
  assets  and  liabilities are determined based upon the tax effect
  of differences between the financial statement and tax  basis  of
  assets  and liabilities using enacted tax rates in effect for the
  year in which the differences are expected to reverse.  SFAS  109
  generally  allows  recognition  of  deferred tax assets if future
  realization of the tax benefit is more  likely  than  not.    The
  effect  of  implementation  of  SFAS 109 at September 1, 1993 was
  insignificant.

       Temporary  differences  which  gave  rise   to   significant
  portions  of  the  deferred  tax  assets  and  liabilities  as of
  September 1, 1993, as adjusted for the adoption of SFAS 109,  are
  as follows:

  <TABLE>
  <CAPTION>
                                             Temporary Differences
                                               Asset (Liability)
                                                  As Adjusted
                                               September 1, 1993

                                              (Amounts in Thousands)
       <S>                                           <C>

       Depreciation..................................$  (49,639)
       Safe harbor lease rentals.....................    23,211
       Provision for loss on proposed sale of assets.    26,177
       Unfunded pension expense......................   (49,218)
       Compensation benefits.........................    15,605
       Reserve for bad debts.........................     9,105
       Inventory valuation...........................     8,346
       Maintenance accrual...........................     7,591
       Other, net....................................    13,488

                                                     $    4,666


  </TABLE>

       Total  deferred tax assets and (liabilities) at November 30,
  1993 were $43,869,000 and ($42,003,000), respectively.  There  is
  no valuation allowance provided under SFAS 109.

       Statement   of   Financial  Accounting  Standards  No.  112,
  "Employer's Accounting for Postemployment Benefits",  was  issued
  by  the  FASB  in November 1992 and is effective for fiscal years
  beginning after December 15,  1993  (the  Company's  1995  fiscal






  <PAGE>

  year).    Statement  112  establishes standards of accounting and
  reporting for the estimated cost of benefits provided  to  former
  or  inactive employees.   Management expects that the adoption of
  Statement 112 will not have a significant impact on the Company's
  consolidated financial statements.

       Statement   of   Financial  Accounting  Standards  No.  115,
  "Accounting  for  Certain  Investments   in   Debt   and   Equity
  Securities,"  was  issued  by  the Financial Accounting Standards
  Board ("FASB") in May 1993 and  is  effective  for  fiscal  years
  beginning  after  December  15,  1993  (the Company's 1995 fiscal
  year).  Statement 115 expands the use of  fair  value  accounting
  and  the  reporting  for  certain  investments in debt and equity
  securities.   Management expects the adoption  of  Statement  115
  will  not have a significant impact on the Company's consolidated
  financial statements.


                     PART II - OTHER INFORMATION

  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

  (a)  Exhibits

       The exhibits listed below are filed as part of Form 10-Q for
       quarter ended November 30, 1993.

                                None


  (b)  No reports on Form 8-K were filed during the  quarter  ended
  November 30, 1993.


  <PAGE>





                             SIGNATURES




       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 HEREUNTO DULY AUTHORIZED.




                                          FARMLAND INDUSTRIES, INC.
                                                   (Registrant)




                                          BY:    /S/     JOHN F. BERARDI

                                                      John F. Berardi
                                                  Executive Vice President
                                                and Chief Financial Officer


  Date:  January 13, 1994





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