**EXHIBIT 31.2**

 

**CERTIFICATIONS**

 
|   | I,  Thomas S. Astrup, certify that:                                                                                                                                                                                                                                                                            |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                           |   |
| 1.     | I  have reviewed this report on Form 10-Q of American Crystal Sugar Company  (the registrant);                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                           |   |
| 2.     | Based  on my knowledge, this report does not contain any untrue statement of a material  fact or omit to state a material fact necessary to make the statements made,  in light of the circumstances under which such statements were made, not  misleading with respect to the period covered by this report; |
|   |                                                                                                                                                                                                                                                                                                           |   |
| 3.     | Based  on my knowledge, the financial statements, and other financial information  included in this report, fairly present in all material respects the  financial condition, results of operations and cash flows of the registrant  as of, and for, the periods presented in this report;                    |
|   |                                                                                                                                                                                                                                                                                                           |   |
| 4.     | The  registrant’s other certifying officer and I are responsible for establishing  and maintaining disclosure controls and procedures (as defined in Exchange  Act Rules 13a-15e and 15d-15e) for the registrant and have:                                                                           |
|   |                                                                                                                                                                                                                                                                                                           |   |
|   | a)                                                                                                                                                                                                                                                                                                             | designed  such disclosure controls and procedures, or caused such disclosure controls  and procedures to be designed under our supervision, to ensure that material  information relating to the registrant, including its consolidated  subsidiaries, is made known to us by others within those entities,  particularly during the period in which this report is being prepared; |
|   |                                                                                                                                                                                                                                                                                                           |   |
|   | b)                                                                                                                                                                                                                                                                                                             | evaluated  the effectiveness of the registrant’s disclosure controls and procedures and  presented in this report our conclusions about the effectiveness of the  disclosure controls and procedures, as of the end of the period covered by  this report based on such evaluation; and |
|   |                                                                                                                                                                                                                                                                                                           |   |
|   | c)                                                                                                                                                                                                                                                                                                             | disclosed  in this report any changes in the registrant’s internal control over  financial reporting that occurred during the registrant’s most recent fiscal  quarter that has materially affected, or is reasonably likely to materially  affect, the registrant’s internal control over financial reporting; and. |
|   |                                                                                                                                                                                                                                                                                                           |   |
| 5.     | The  registrant’s other certifying officer and I have disclosed, based on our most  recent evaluation of internal control over financial reporting, to the  registrant’s auditors and the audit committee of the registrant’s board of  directors:                                              |
|   |                                                                                                                                                                                                                                                                                                           |   |
|   | a)                                                                                                                                                                                                                                                                                                             | all  significant deficiencies and material weaknesses in the design or operation  of the internal controls over financial reporting which are likely to  adversely affect the registrant’s ability to record, process, summarize and  report financial information; and |
|   |                                                                                                                                                                                                                                                                                                           |   |
|   | b)                                                                                                                                                                                                                                                                                                             | any  fraud, whether or not material, that involves management or other employees  who have a significant role in the registrant’s internal control over  financial reporting. |

 

 
| April 14, 2008 |   |   |   |   |   | /s/  THOMAS S. ASTRUP                               |
|---------------------|--------|--------|--------|--------|--------|-----------------------------------------------------|
|                |   |   |   |   |   | Thomas  S. Astrup                                   |
|                |   |   |   |   |   | Vice  President-Finance and Chief Financial Officer |

 

----