**EXHIBIT 31.2**

 

**CERTIFICATIONS**

** **

I, Thomas S. Astrup, certifythat:

 

1.                                       I have reviewed this report on Form 10-Qof American Crystal Sugar Company (the registrant);

 

2.                                       Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.                                       Based on my knowledge, the financial statements,and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report;

 

4.                                       The registrant’s other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) for theregistrant and have:

 

a)                                      designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)                                     evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

c)                                      disclosed in this report any changes in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and.

 

5.                                       The registrant’s other certifying officer andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofthe registrant’s board of directors:

 

a)                                      all significant deficiencies and materialweaknesses in the design or operation of the internal controls over financialreporting which are likely to adversely affect the registrant’s ability torecord, process, summarize and report financial information; and

 

b)                                     any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

 
| January 14,  2009 | /s/  THOMAS S. ASTRUP                               |
|------------------------|-----------------------------------------------------|
|                   | Thomas  S. Astrup                                   |
|                   | Vice  President-Finance and Chief Financial Officer |

 

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