[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Note 1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the quarter and nine months ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending June 30, 2004. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended June 30, 2003.

Last-in, First-out (LIFO) Inventories

Interim period LIFO calculations are based on interim period costs and management's estimates of expected year-end inventory levels. Because the availability and price of agricultural commodity-based LIFO inventories are unpredictable due to factors such as weather, government farm programs and policies, and changes in global demand, management's estimates of quantities of LIFO-based inventories at interim periods may vary significantly from the actual quantities of LIFO-based inventories at year end.

Asset Abandonments and Write-downs

The Company recorded a $12 million and a $41 million charge in cost of products sold during the quarter and nine months, respectively, principally related to the abandonment and write-down of certain long-lived assets. The majority of these assets were idle, and the decision to abandon was finalized after consideration of the ability to utilize the assets for their intended purpose, employ the assets in alternative uses, or sell the assets to recover the carrying value. After the write-downs, the carrying value of these assets is immaterial.

Reclassifications

Certain items in the prior period financial statements have been reclassified to conform to the current period's presentation.

Note 2. New Accounting Standards

In January 2003, the Financial Accounting Standards Board issued Interpretation Number 46, "Consolidation of Variable Interest Entities" (FIN 46). A variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that does not have equity investors with voting rights, or has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or entitled to receive a majority of the entity's residual returns, or both. The Company adopted FIN 46 in the third quarter of fiscal 2004. The impact of adopting this standard was not material to the Company's financial statements.

Note 3. Stock Compensation

The Company accounts for its stock-based compensation in accordance with Accounting Principles Board Opinion Number 25 (APB 25), "Accounting for Stock Issued to Employees." Under APB 25, compensation expense is recognized if the exercise price of the employee stock option is less than the market price on the grant date and the number of shares under option is fixed. The following table illustrates the effect on net income and earnings per share as if the fair value method had been applied to all outstanding and unvested employee stock options and awards in each period.

Note 4. Comprehensive Income

Note 5. Other Expense (Income) - Net

Note 6. Retirement Plan Expense

The Company provides substantially all domestic employees and employees at certain international subsidiaries with pension benefits. The Company also provides substantially all domestic salaried employees with postretirement health care and life insurance benefits. Retirement plan expense for these pension and postretirement benefits for the quarter and nine months ended March 31, 2004 and 2003, is as follows:

The Company is principally engaged in procuring, transporting, storing, processing and merchandising agricultural commodities and products. The Company's operations are classified into four reportable business segments: Oilseeds Processing, Corn Processing, Wheat Processing and Agricultural Services. Each of these segments is organized based upon the nature of products and services offered. The Company's remaining operations are aggregated and classified as Other.

The Oilseeds Processing segment includes activities related to processing oilseeds such as soybeans, cottonseed, sunflower seeds, canola, peanuts, and flaxseed into vegetable oils and meals principally for the food and feed industries. In addition, oilseeds may be resold into the marketplace as a feed ingredient or as a raw material for other processors. Crude vegetable oil is sold "as is" or is further processed by refining, bleaching and deodorizing into salad oils. Salad oils can be further processed by hydrogenating and/or interesterifying into margarine, shortening and other food products. Partially refined oil is sold for use in chemicals, paints and other industrial products. Oilseed meals are primary ingredients used in the manufacture of commercial livestock and poultry feeds.

The Corn Processing segment includes activities related to the production of products for use in the food and beverage industry. These products include syrup, starch, glucose, dextrose and sweeteners. Corn gluten feed and meal as well as distillers grains are produced for use as feed ingredients. Ethyl alcohol is produced to beverage grade or for industrial use as ethanol.

The Wheat Processing segment includes activities related to the production of wheat flour for use primarily by commercial bakeries, food companies, food service companies and retailers.

The Agricultural Services segment utilizes the Company's extensive grain elevator and transportation network to buy, store, clean and transport agricultural commodities, such as oilseeds, corn, wheat, milo, oats and barley, and resells these commodities primarily as feed ingredients and as raw materials for the agricultural processing industry. Agricultural Services' grain sourcing and transportation network provides reliable and efficient services to the Company's agricultural processing operations. Also included in Agricultural Services are the activities of A.C. Toepfer International, a global merchandiser of agricultural commodities and processed products.

Other includes the Company's remaining operations, which principally consist of cocoa processing, the production of specialty feed and food ingredients, the production of natural health and nutrition products, and financial services. In addition, Other also includes the Company's equity investments in the corn flour and tortilla business, Eastern European starch business, and private equity funds.

Intersegment sales have been recorded at amounts approximating market. Operating profit for each segment is based on net sales less identifiable operating expenses, including an interest charge related to working capital usage. Also included in operating profit are the related equity in earnings (losses) of affiliates based on the equity method of accounting. General corporate expenses, investment income, unallocated interest expense, marketable securities transactions and FIFO to LIFO inventory adjustments have been excluded from segment operations and classified as Corporate.

Note 7. Segment Information - Continued

For detailed information regarding the Company's reportable segments, see Note 13 to the consolidated financial statements included in the Company's annual report on Form 10-K for the year ended June 30, 2003.

The Company has entered into debt guarantee agreements, primarily related to equity-method investees, which could obligate the Company to make future payments if the primary entity fails to perform under its contractual obligation. The Company has not recorded a liability for these contingent obligations, as the Company believes the likelihood of any payments being made is remote. Should the Company be required to make any payments pursuant to these guarantees, the Company has, for a majority of these agreements, a security interest in the underlying assets of the primary entity. These debt guarantees totaled approximately $667 million at March 31, 2004.

The Company, along with other domestic and foreign companies, was named as a defendant in a number of putative class action antitrust suits and other proceedings involving the sale of lysine, citric acid, sodium gluconate, monosodium glutamate and high fructose corn syrup. These actions and proceedings generally involve claims for unspecified compensatory damages, fines, costs, expenses and unspecified relief. The Company intends to vigorously defend these actions and proceedings unless they can be settled on terms deemed acceptable by the parties. These matters have resulted and could result in the Company being subject to monetary damages, other sanctions and expenses.

The Company has made provisions to cover the fines, litigation settlements and costs related to certain of the aforementioned suits and proceedings. The ultimate outcome and materiality of other putative class actions and proceedings, including those related to high fructose corn syrup, cannot presently be determined. Accordingly, no provision for any liability that may result therefrom has been made in the unaudited consolidated financial statements.

The Company is principally engaged in procuring, transporting, storing, processing, and merchandising agricultural commodities and products. The Company's operations are classified into four reportable business segments: Oilseeds Processing, Corn Processing, Wheat Processing, and Agricultural Services. The Company's remaining operations are aggregated and classified as Other.

Oilseeds Processing segment includes activities related to processing oilseeds such as soybeans, cottonseed, sunflower seeds, canola, peanuts, and flaxseed into vegetable oils and meals principally for the food and feed industries. In addition, oilseeds may be resold into the marketplace as a feed ingredient or as a raw material for other processors. Crude vegetable oil is sold "as is" or is further processed by refining, bleaching and deodorizing into salad oils. Salad oils can be further processed by hydrogenating and/or interesterifying into margarine, shortening, and other food products. Partially refined oil is sold for use in chemicals, paints and other industrial products. Oilseed meals are primary ingredients used in the manufacture of commercial livestock and poultry feeds.

Corn Processing segment includes activities related to the production of products for use in the food and beverage industry. These products include syrup, starch, glucose, dextrose and sweeteners. Corn gluten feed and meal as well as distillers grains are produced for use as feed ingredients. Ethyl alcohol is produced to beverage grade or for industrial use as ethanol.

Wheat Processing segment includes activities related to the production of wheat flour for use primarily by commercial bakeries, food companies, food service companies and retailers.

Agricultural Services segment utilizes the Company's extensive grain elevator and transportation network to buy, store, clean and transport agricultural commodities, such as oilseeds, corn, wheat, milo, oats and barley, and resells these commodities primarily as feed ingredients and as raw materials for the agricultural processing industry. Agricultural Services' grain sourcing and transportation network provides reliable and efficient services to the Company's agricultural processing operations. Also included in Agricultural Services are the activities of A.C. Toepfer International, a global merchandiser of agricultural commodities and processed products.

Other includes the Company's remaining operations, which principally consist of cocoa processing, the production of specialty feed and food ingredients, the production of natural health and nutrition products, and financial services. In addition, Other also includes the Company's equity investments in the corn flour and tortilla business, Eastern European starch business, and private equity funds.

OPERATING PERFORMANCE INDICATORS AND RISK FACTORS

The Company's Oilseeds Processing, Wheat Processing and Agricultural Services business segments are agricultural commodity-based businesses where the changes in segment selling prices will move in relationship to the changes in the prices of the costs of the commodity-based agricultural raw materials. Therefore, agricultural commodity price changes have relatively equal impacts on both net sales and cost of products and minimal impact on the gross profit of underlying transactions. As a result, changes in net sales amounts of these business segments do not necessarily correspond to the gross profit realized by these businesses.

The Company's Corn Processing business segment and certain businesses included in the Other segment also utilize agricultural commodities (or products derived from agricultural commodities) as raw materials. In these businesses agricultural commodity price changes can result in significant fluctuations in cost of products sold and such price changes cannot necessarily be passed directly through to the selling price of the finished products. For products such as ethanol and lysine, selling prices bear no direct relationship to the raw material cost of the agricultural commodity from which it is produced, but is related to other market factors not associated directly with agricultural commodities.

The Company conducts its business in many foreign countries. For many of the Company's subsidiaries located outside the United States, the local currency is the functional currency. Revenues and expenses denominated in foreign currencies are translated into U.S. dollars at the weighted average exchange rates for the periods. Fluctuations in the exchange rates of primarily the Euro and British Pound as compared to the U.S. dollar will result in corresponding fluctuations in the relative U.S. dollar value of the Company's revenues and expenses. The impact of these currency exchange rate changes, where significant, is discussed below.

The Company measures the performance of its business segments using key operating statistics such as segment operating profit and return on fixed capital investment. The Company's operating results can vary significantly due to changes in unpredictable factors such as weather conditions, plantings, government (domestic and foreign) farm programs and policies, and changes in global demand resulting from population growth and changes in standards of living, and global production of similar and competitive crops. Due to these factors, the Company does not provide forward-looking information in Management's Discussion and Analysis of the Company's operating results. Additionally, the Company's operating results for the current quarter and nine month period are not necessarily indicative of those for the year ending June 30, 2004.

Net earnings for the quarter increased principally due to higher oilseed crushing margins in North America, increased ethanol sales volumes, and strong worldwide demand for grains and feedstuffs which improved results of the Company's global grain merchandising and domestic grain origination operations. Improved results of the Company's specialty feed ingredient and cocoa operations, as a result of increased demand for lysine and increased demand for butter and powder in the chocolate and baking industries, increased net earnings for the quarter. Net earnings for the quarter also include a $21 million gain from an insurance related lawsuit pertaining to the flood of 1993. These increases were partially offset by a $12 million charge for abandonment and write-down of long-lived assets. Last year's third quarter included a $3 million gain from partial settlement of the Company's claims related to vitamin antitrust litigation.

The comparability of the Company's operating results to the prior year quarter is affected by the following acquisitions completed during or subsequent to the third quarter of fiscal 2003:

The Company acquired six flour mills located in the United Kingdom from Associated British Foods plc (ABF) on February 24, 2003. The Company paid cash of approximately $96 million for the assets and inventories of the ABF mills. The operating results of the ABF mills since the acquisition date are included in the Company's Wheat Processing segment.

Prior to April 7, 2003, the Company owned 28% of the outstanding shares of Pura plc (Pura), a United Kingdom based company that processes and markets edible oil. On April 7, 2003, the Company acquired the remaining outstanding shares of Pura for cash of approximately $58 million. The operating results of Pura are included in the Company's Oilseeds Processing segment and were accounted for on the equity method of accounting until acquisition date and on a consolidated basis thereafter.

Net sales and other operating income increased 18% for the quarter to $9.3 billion principally due to higher average selling prices of merchandisable grain commodities and commodity-based oilseeds finished products and, to a lesser extent, increased sales volumes of ethanol and merchandized grain commodities. These increases were partially offset by reduced sales volumes of soybeans and commodity-based oilseeds finished products due primarily to the short soybean supply in North America. In addition, net sales and other operating income includes net sales of recently acquired businesses of $207 million, or 3%, and currency exchange rate increases of $495 million, or 6%. Net sales and other operating income by segment for the quarter are as follows:

Oilseeds Processing sales increased 27% to $2.9 billion for the quarter primarily due to higher average selling prices of soybeans, vegetable oil, and protein meal and, to a lesser extent, the recently acquired Pura operations. These increases were partially offset by lower sales volumes of vegetable oil and protein meal. These fluctuations in average selling prices and sales volumes were primarily due to rising oilseed commodity price levels due to a tight oilseed supply in the United States, the impact of last summer's drought in Europe, and strong demand from China for oilseeds. Corn Processing sales increased 28% to $886 million for the quarter primarily due to increased ethanol sales volumes resulting from increased demand from gasoline refiners in the northeastern United States. This new demand was a result of various states reformulating gasoline blends by using ethanol to replace recently-banned methyl tertiary butyl ether (MTBE). Wheat Processing sales increased 7% to $412 million for the quarter principally due to sales of the recently-acquired ABF mills. Agricultural Services sales increased 13% to $4.2 billion for the quarter due principally to both higher average commodity prices and sales volumes. Other sales increased 10% to $908 million primarily due to increased average selling prices of specialty feed ingredients and, to a lesser extent, increased sales volumes of cocoa products.

Cost of products sold increased 16% to $8.7 billion for the quarter primarily due to higher average costs of merchandisable grain commodities and commodity-based oilseeds finished products. These increases were partially offset by reduced selling volumes of soybeans and commodity-based oilseeds finished products due primarily to the short soybean supply in North America. Manufacturing costs for the quarter increased $125 million from prior year levels primarily due to $16 million of costs related to recently-acquired businesses, $58 million of increased energy-related costs, $13 million of increased personnel-related costs, and a $12 million charge for abandonment and write-down of long-lived assets. In addition, the cost of products sold increase includes $482 million due to currency exchange rate fluctuations and reflects a $17 million gain from an insurance related lawsuit pertaining to the flood of 1993.

Selling, general, and administrative expenses increased $20 million for the quarter to $252 million. This increase includes $8 million of costs related to recently-acquired businesses and $8 million due to currency exchange rate increases. The prior year quarter included $11 million of costs related to the Company's EPA settlement. Excluding the effects of these changes, the remaining $15 million increase was primarily due to increased employee related costs, including pension costs, and additional provisions for doubtful accounts receivable.

Other income increased $33 million for the quarter to $3 million primarily due to an $11 million gain on the sale of marketable securities and a $26 million increase in equity in earnings of unconsolidated affiliates. The increase in equity in earnings of unconsolidated affiliates is principally due to a $15 million improvement in valuations of the Company's private equity fund investments. Interest expense decreased for the quarter due to lower average interest rates. Investment income increased during the quarter due primarily to $4 million of interest received on the insurance related lawsuit pertaining to the flood of 1993. These increases are partially offset by last year's gain on the sale of redundant assets included in Other.

Operating profit by segment for the quarter is as follows:

Oilseeds Processing operating profit increased 56% to $118 million for the quarter due primarily to improved oilseed results in North America, partially offset by lower oilseed results in Europe and South America. Improved crush margins in North America are primarily due to continued strong demand for vegetable oils and protein meals. European crush margins were weaker as imported oilseed products from South America, mostly from Argentina, resulted in lower capacity utilization in Europe. In Brazil, industry overcapacity resulting from lower domestic product demand resulted in additional exports at lower margins. Operating profits for the quarter also include a $3 million charge for abandonment and write-down of long-lived assets.

Corn Processing operating profits increased $71 million to $160 million for the quarter due primarily to increased ethanol and sweetener sales volumes and, to a lesser extent, higher ethanol average selling prices and lower net corn costs. The increase in ethanol sales volumes is primarily due to the aforementioned increased demand from gasoline refiners in the northeastern United States. Operating profits for the quarter include a $15 million gain from an insurance related lawsuit pertaining to the flood of 1993 and a $1 million charge for abandonment and write-down of long-lived assets.

Wheat Processing operating profits improved slightly to $10 million for the quarter principally due to improved flour milling margins.

Agricultural Services operating profits increased $52 million to $56 million for the quarter due principally to improved global grain merchandising results and, to a lesser extent, improved domestic grain origination operating results. The record United States corn crop and large wheat crop provided the Company with the opportunity for solid storage, transportation, origination and marketing profits. In addition, regional production imbalances, caused principally by the drought in Europe, allowed the Company to more fully utilize its grain infrastructure and merchandising capabilities. Strong worldwide demand for grains and feedstuffs also favorably impacted operating profits. Operating profits for the quarter include a $2 million gain from an insurance related lawsuit pertaining to the flood of 1993.

Other operating profits increased $90 million to $159 million for the quarter principally due to improved results of specialty feed ingredients, cocoa operations, and improved valuations of the Company's private equity fund investments. The increased operating profit of specialty feed ingredients is driven by the increased demand for lysine from poultry and swine producers. Lysine is used in swine and poultry diets to replace protein meal and balance the amino acid profile. The demand for lysine is driven by the relationship between the price of protein meal and the price of corn. Cocoa operations improved due to continued strong demand from the chocolate and baking industries for butter and powder. Operating profits for the quarter include an $8 million charge for abandonment and write-down of long-lived assets. Last year's results include a $3 million gain from partial settlement of the Company's claims related to vitamin antitrust litigation.

Corporate expense increased $75 million to $163 million for the quarter primarily due to a $99 million FIFO to LIFO inventory valuation adjustment partially offset by an $11 million gain on marketable security transactions and $4 million of interest received from the insurance related lawsuit pertaining to the flood of 1993.

Income taxes increased for the quarter due principally to higher pretax earnings and, to a lesser extent, an increase in the Company's effective tax rate. The Company's effective tax rate for the quarter was 33.0% as compared to 24.0% for the comparable period of a year ago. The Company increased its effective tax rate during the quarter from 31.0% in the second quarter to 33.0% in the third quarter due primarily to higher pretax earnings in the current year. In addition, the Company reduced its effective tax rate during the prior year quarter to reflect better than anticipated foreign tax benefits realized as a result of foreign tax planning initiatives.

Net earnings for the nine months increased principally due to higher oilseed crushing margins in North America, increased ethanol sales volumes, and strong worldwide demand for grains and feedstuffs which improved results of the Company's global grain merchandising and domestic grain origination operations. Improved results of the Company's specialty feed ingredient and cocoa operations resulting from increased demand for lysine and increased demand for butter and powder in the chocolate and baking industries, as well as improvements in valuations of the Company's private equity fund investments increased net earnings for the nine months. Net earnings for the nine months also include a $21 million gain from an insurance related lawsuit pertaining to the flood of 1993. These increases were partially offset by a $41 million charge for abandonment and write-down of long-lived assets. Last year's nine months included a $28 million gain from partial settlement of the Company's claims related to vitamin antitrust litigation.

In addition to the Pura and ABF mills acquisitions described above, the comparability of the Company's operating results to the prior year nine months is affected by the acquisition of Minnesota Corn Processors, LLC (MCP). On September 6, 2002, the Company acquired all of the outstanding Class A units of MCP, an operator of corn wet-milling plants in Minnesota and Nebraska. These Class A units represented 70% of the outstanding equity of MCP. Prior to September 6, 2002, the Company owned non-voting Class B units, which represented the remaining 30% of the outstanding equity of MCP. The Company paid cash of approximately $382 million for the outstanding Class A units and assumed $233 million of MCP long-term debt. The operating results of MCP are included in the Company's Corn Processing segment based on the equity method of accounting until acquisition date and on a consolidated basis thereafter.

Net sales and other operating income increased 17% for the nine months to $26.5 billion principally due to higher average selling prices of merchandisable grain commodities and commodity-based oilseeds finished products and, to a lesser extent, increased sales volumes of ethanol and merchandized grain commodities, and $714 million of net sales related to recently-acquired businesses. These increases were partially offset by reduced selling volumes of soybeans and commodity-based oilseeds finished products due primarily to the short soybean supply in North America. In addition, net sales and other operating income increased $1.2 billion, or 6%, due to currency exchange rate increases.

Net sales and other operating income by segment for the nine months are as follows:

Oilseeds Processing sales increased 27% to $8.8 billion for the nine months primarily due to higher average selling prices of soybeans, vegetable oil, and protein meal and, to a lesser extent, the recently acquired Pura operations. These increases were partially offset by lower sales volumes of protein meal. These fluctuations in average selling prices and sales volumes were primarily due to rising oilseed commodity price levels due to a tight oilseed supply in the United States, the impact of last summer's drought in Europe, and strong demand from China for oilseeds. Corn Processing sales increased 32% to $2.5 billion for the nine months primarily due to increased sales volumes of ethanol, the recently-acquired MCP operations and, to a lesser extent, increased ethanol selling prices. The ethanol sales volume increases were principally due to increased demand from gasoline refiners in the northeastern United States. This new demand was a result of various states reformulating gasoline blen ds by using ethanol to replace recently-banned MTBE. Wheat Processing sales increased 10% to $1.3 billion for the nine months principally due to the recently-acquired ABF mills. Agricultural Services sales increased 11% to $11.3 billion primarily due to both higher average commodity prices and sales volumes. Other sales increased 7% to $2.6 billion for the nine months principally due to increased average selling prices and sales volumes of specialty feed ingredients and cocoa products and, to a lesser extent, increased sales volumes of specialty food ingredient products. These increases were partially offset by lower sales volumes of the Company's animal feed products and edible beans.

Cost of products sold increased $3.5 billion to $24.8 billion for the nine months primarily due to higher average costs of merchandisable grain commodities and commodity-based oilseeds finished products. These increases were partially offset by reduced selling volumes of soybeans due primarily to the short soybean supply in North America. Manufacturing costs for the quarter increased $368 million from prior year levels primarily due to $43 million of costs related to recently-acquired businesses, $140 million of increased energy-related costs, $45 million of increased personnel-related costs, and a $41 million charge for abandonment and write-down of long-lived assets. In addition, the cost of products sold increase includes $1.2 billion, due to currency exchange rate fluctuations and reflects a $17 million gain from an insurance related lawsuit pertaining to the flood of 1993. Last year's cost of products sold includes a $28 million credit from partial settlement of the Company's claims r elated to vitamin antitrust litigation.

Selling, general, and administrative expenses increased $56 million for the nine months to $749 million. This increase includes $21 million of costs related to recently-acquired businesses and $22 million due to currency exchange rate increases. In addition, the prior year nine months included $11 million of costs related to the Company's EPA settlement. Excluding the effects of these changes, the

remaining $24 million increase was primarily due to increased employee related costs, including pension costs, and additional provisions for doubtful accounts receivable.

Other expense decreased $114 million for the nine months to $20 million due primarily to gains realized on marketable securities transactions and a $111 million increase in equity in earnings of unconsolidated affiliates, partially offset by last year's gain on the sale of redundant assets. The increase in equity in earnings of unconsolidated affiliates is primarily due to a $100 million improvement in valuations of the Company's private equity fund investments. Interest expense decreased for the nine months due to lower average interest rates. Investment income for the nine months includes $4 million of interest received on the insurance related lawsuit pertaining to the flood of 1993.

Operating profit by segment for the nine months are is follows:

Oilseeds Processing operating profit increased 20% to $306 million for the nine months due primarily to improved oilseed crush margins in North America, partially offset by lower oilseed crush margins in Europe and South America. The improved crush margins in North America are primarily due to continued strong demand for vegetable oils and protein meals. European crush margins were weaker as imported oilseed products from South America forced lower capacity utilization in Europe. In Brazil, capacity utilization was reduced to better balance supply and demand. Operating profits for the nine months includes a $3 million charge for abandonment and write-down of long-lived assets.

Corn Processing operating profits increased $138 million to $382 million for the nine months due primarily to increased ethanol and sweetener sales volumes and, to a lesser extent, higher ethanol average selling prices and lower net corn costs. The increase in ethanol sales volumes is primarily due to the aforementioned increased demand from gasoline refiners in the northeastern United States. Operating profits for the nine months include a $15 million gain from an insurance related lawsuit pertaining to the flood of 1993 and a $1 million charge for abandonment and write-down of long-lived assets.

Wheat Processing operating profits increased 32% to $59 million for the nine months due principally to a higher quality wheat crop, which improved flour milling yields. The prior year's wheat crop was of lower milling quality due to the drought conditions in the midwestern United States.

Agricultural Services operating profits increased $126 million to $205 million for the nine months due principally to improved global grain merchandising results and, to a lesser extent, improved domestic grain origination operating results. The record United States corn crop and large wheat crop provided the Company with the opportunity for solid storage, transportation, origination and marketing profits. In addition, regional production imbalances, caused principally by the drought in Europe, allowed the Company to more fully utilize its grain infrastructure and merchandising capabilities. Strong worldwide demand for grains and feedstuffs also favorably impacted operating profits. Operating profits for the nine months include a $5 million charge for abandonment and write-down of long-lived assets and a $2 million gain from an insurance related lawsuit pertaining to the flood of 1993.

Other operating profits increased $183 million to $341 million for the nine months principally due to improved results of specialty feed ingredients, cocoa operations, and improved valuations of the Company's private equity fund investments. The increased operating profit of specialty feed ingredients is driven by the increased demand for lysine from poultry and swine producers. Lysine is used in swine and poultry diets to replace protein meal and balance the amino acid profile. The demand for lysine is driven by the relationship between the price of protein meal and the price of corn. Cocoa operations improved due to continued strong demand from the chocolate and baking industries for butter and powder. Operating profits for the nine months include an $18 million charge for abandonment and write-down of long-lived assets. Last year's results include a $28 million gain from partial settlement of the Company's claims related to vitamin antitrust litigation.

Corporate expense increased $136 million to $417 million for the nine months primarily due to a $145 million increase in FIFO to LIFO inventory valuation adjustments and a $14 million charge for abandonment and write-down of long-lived assets, partially offset by a $14 million increase in gains on marketable security transactions and $4 million of interest received from the insurance related lawsuit pertaining to the flood of 1993.

At March 31, 2004, the Company continued to show substantial liquidity with working capital (current assets less current liabilities) of $4.1 billion and a current ratio (current assets divided by current liabilities) of 1.5. Working capital increased $838 million during the nine months principally due to seasonal build up of working capital and the effect of higher commodity price levels. Capital resources remained strong as reflected in the Company's net worth of $7.9 billion. The Company's ratio of long-term debt to total capital (the sum of the Company's long-term debt and shareholders' equity) at March 31, 2004, was 33% as compared to 35% at June 30, 2003. This ratio is a measure of the Company's long-term liquidity and is an indicator of financial flexibility.

Contractual Obligations and Commercial Commitments

During the quarter ended September 30, 2003, the Company entered into an electrical supply contract which requires the Company to purchase monthly minimum quantities during the term of the contract even though actual usage may not exceed such minimum quantities. The term of the contract began on September 30, 2003, and terminates on May 31, 2006. Future minimum payments required under this contract are $12 million for the remainder of fiscal 2004, $48 million in fiscal 2005, and $44 million in fiscal 2006.

There were no material changes in the Company's critical accounting policies during the quarter ended March 31, 2004.

The market risk inherent in the Company's market risk sensitive instruments and positions is the potential loss arising from adverse changes in commodity prices, marketable equity security prices, market prices of limited partnerships' investments, foreign currency exchange rates and interest rates. Significant changes in market risk sensitive instruments and positions for the nine months ended March 31, 2004 are described below. There were no material changes during the nine months in the Company's potential loss arising from changes in market prices of limited partnerships' investments and interest rates.

For detailed information regarding the Company's market risk sensitive instruments and positions, see Market Risk Sensitive Instruments and Positions in the Company's Annual Report on Form 10-K for the year ended June 30, 2003.

Commodities

The availability and price of agricultural commodities are subject to wide fluctuations due to unpredictable factors such as weather, plantings, government (domestic and foreign) farm programs and policies, changes in global demand resulting from population growth and changes in standards of living, and global production of similar and competitive crops. A sensitivity analysis has been prepared to estimate the Company's exposure to market risk of its commodity position. The Company's daily net commodity position consists of inventories, related purchase and sale contracts, and exchange-traded futures contracts, including those to hedge portions of production requirements. The fair value of such position is a summation of the fair values calculated for each commodity by valuing each net position at quoted futures prices. Market risk is estimated as the potential loss in fair value resulting from a hypothetical 10 percent adverse change in such prices. Actual results may differ.

The decrease in fair value of the average position was principally the result of a decrease in the daily net commodity position partially offset by an increase in quoted futures prices.

Marketable Equity Securities

Marketable equity securities, which are recorded at fair value, have exposure to price risk. The fair value of marketable equity securities is based on quoted market prices. Risk is estimated as the potential loss in fair value resulting from a hypothetical 10 percent adverse change in quoted market prices. Actual results may differ.

The increase in fair value is primarily due to the increase in market value of the securities.

Currencies

The amount the Company considers permanently invested in foreign subsidiaries and affiliates, translated into dollars using the period-end exchange rates, was $3.7 billion at March 31, 2004 and $3.3 billion at June 30, 2003. This increase is principally due to the strengthening of the Euro and British Pound currencies versus the U.S. dollar. The potential loss in fair value resulting from a hypothetical 10 percent adverse change in quoted foreign currency exchange rates amounts to $372 million and $331 million at March 31, 2004 and June 30, 2003, respectively. Actual results may differ.

As of March 31, 2004, an evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's "disclosure controls and procedures" (as defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based on that evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There was no change in the Company's internal controls over financial reporting during the Company's most recently completed fiscal quar ter that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

Item 1. Legal Proceedings

ENVIRONMENTAL MATTERS

a) Exhibits

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 thereunto duly authorized.