EXHIBIT 10.2.1 FIRST AMENDMENT TO SWINE PRODUCTION SERVICES AGREEMENT THIS FIRST AMENDMENT TO SWINE PRODUCTION SERVICES AGREEMENT is entered into effective as of the 26th day of July, 1996, by and between ALLIANCE FARMS COOPERATIVE ASSOCIATION...

                                                                  EXHIBIT 10.2.1


                              FIRST AMENDMENT TO
                     SWINE PRODUCTION SERVICES AGREEMENT


     THIS FIRST AMENDMENT TO SWINE PRODUCTION SERVICES AGREEMENT is entered into
effective as of the 26th day of July, 1996, by and between ALLIANCE FARMS
COOPERATIVE ASSOCIATION (hereinafter "Association") and FARMLAND INDUSTRIES,
INC. (hereinafter "Farmland").

     WHEREAS, Association and Farmland are parties to a Swine Production
Services Agreement, dated as of July 13, 1994 (the "Agreement");

     WHEREAS, Association and Farmland desire to amend the Agreement as
hereinafter set forth;

     NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the parties hereto agree that the Agreement be amended as follows:

     1.     Effective March 1, 1996, Section 10(d)(ii) of the Agreement hereby
is amended by deleting the reference to "$20.00" therein and inserting in lieu
thereof "$10.00" such that said Section 10(d)(ii) shall read in its entirety as
follows:

     (ii)   HANDLING FEE.  A handling fee of $10.00 per head, which shall be

increased, on an annual basis, by a percentage rate equal to the annual rate of
inflation, as disclosed by the Consumer Price Index - Retail Index as published
by the United States Department of Commerce using the Index for 1994 as the base
year for purposes of the calculations required by this subsection (d)(ii).

     2.     Effective September 1, 1995, Section 10 of the Agreement hereby is
further amended by inserting a new Section 10(j) immediately following the
existing Section 10(i) of the Agreement, which new Section 10(j) shall read in
its entirety as follows:

     (j)    UNPURCHASED GILTS.  With respect to any gilts that survive finishing

by Farmland for use as breeding stock by the Association and are not repurchased
by the Association as contemplated by subsection (a) of this Section, Farmland
shall either (i) market such gilts for xxxxxxxxx or (ii) retain such gilts for
use as breeding stock.  Farmland shall pay to the Association a $10.00 per head
fee for the gilts retained by Farmland for use as breeding stock, which fee
shall be payable promptly upon the gilts being placed in service as breeding
stock.

     3.     Except as expressly amended hereby, all of the terms, conditions and
provisions of the Agreement shall remain unamended and in full force and effect
in accordance therewith and are hereby ratified and confirmed.  The amendments
provided herein shall be limited precisely as drafted and shall not constitute
an amendment of any other term, condition or provision of the Agreement.




     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Swine Production Services Agreement as of the day and year first above
written.

      ALLIANCE FARMS COOPERATIVE
      ASSOCIATION


      By:/s/ Xxxxx X. Xxxxxx

           Name: Xxxxx X. Xxxxxx
           Title: President

      FARMLAND INDUSTRIES, INC.


      By:/s/ Xxxx X. Xxxxx
           Name: Xxxx X. Xxxxx
           Title: Group Vice President