UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February 20~~May 23, 2002

DAKOTA GROWERS PASTA COMPANY (Exact name of Registrant as specified in its charter)
North Dakota (State or other jurisdiction of incorporation)	33-99834 (Commission File Number)	46-0423511 (I.R.S. Employer Identification No.)
One Pasta Avenue P.O. Box 21 Carrington, North Dakota (Address of principal executive offices)		58421-0021 (Zip Code)

DAKOTA GROWERS PASTA COMPANY

~~Registrant's~~(Exact name of ~~telephone~~ Registrant ~~number,~~as ~~including~~specified ~~area~~in ~~code:~~its ~~(701~~charter) ~~652-2855~~

Item 1. Not Applicable and therefore Omitted.

North Dakota

33-99834

45-0423511

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

Item 2. Not Applicable and therefore Omitted.

One Pasta Avenue

Carrington, North Dakota

58421

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone ~~Item~~number, ~~3. Not~~including ~~Applicable~~area ~~and~~code: ~~therefore~~(701) ~~Omitted.~~652-2855

Item 4. Not Applicable and therefore Omitted.

Item 5. Other Events.

On ~~February 27~~ May 23, 2002, ~~pursuant~~Dakota Growers toPasta ~~Rule 425~~Company ~~under~~ (the ~~Securities~~“Cooperative”) ~~Act~~issued ofa ~~1933,~~press ~~Dakota~~release ~~Growers~~announcing that ~~Pasta~~its ~~Company~~members ~~("Company")~~approved ~~filed~~converting ~~with~~ the ~~Securities~~Cooperative ~~and~~to ~~Exchange~~a ~~Commission~~corporation, aas well ~~letter~~ as ~~from~~its ~~Thomas~~earnings ~~Friezen,~~for ~~the~~its ~~Chief~~third ~~Financial~~quarter ~~Officer~~ended April 30, 2002. A copy of the ~~Company,~~press release tois ~~Pam~~incorporated ~~Muslin~~herein atby ~~Farmers~~reference ~~Union.~~and attached as Exhibit 99.

Item 7. Financial ~~Item~~Statements ~~6. Not Applicable~~ and ~~therefore Omitted~~Exhibits.

Exhibit 99 ~~Item~~Press ~~7. Financial~~Release ~~Statements,~~dated ~~Pro~~May ~~Forma~~23, ~~Financial Information and Exhibits~~2002.

Exhibit 1 Letter to Farmers Union filed under Rule 425 of the Securities Act of 1933

SIGNATURE

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~~ hereunto duly authorized.

	DAKOTA GROWERS PASTA COMPANY
Dated: February 27, 2002	By	/s/ Timothy J. Dodd Timothy J. Dodd, President, General Manager and Principal Executive Officer
Dated: May 23, 2002	By	/s/ Timothy J. Dodd
	Timothy J. Dodd, President, General Manager and Principal Executive Officer

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