**EXHIBIT 31.2**

**CERTIFICATIONS**

I, Joseph J. Talley, Vice President-Finance and Chief Financial Officerof American Crystal Sugar Company, certify that:

1.                                       I have reviewed this quarterly report on Form10-Q of American Crystal Sugar Company (the registrant);

2.                                       Based on my knowledge, this quarterly reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this quarterly 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 we have:

a)             designed such disclosure controlsand procedures, or caused such disclosure controls and

                procedures to be designed underour 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 quarterly report is

                being prepared;

 

b)            evaluated the effectiveness of theregistrant’s disclosure controls and procedures and

                presented in this report ourconclusions about the effectiveness of the disclosure controls

                and procedures, as of the end ofthe period covered by this quarterly report; and

 

c)             disclosed in this quarterly reportany changes in the registrant’s internal control over

                financial reporting thatoccurred during the registrant’s first fiscal quarter that has

                materially affected, or isreasonably likely to materially affect, the registrant’s internal

                control over financialreporting.

 

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 significantdeficiencies and material weaknesses in the design or operation of the

                internal controlsover financial reporting which are likely to adversely affect the

                registrant’sability to record, process, summarize and report financial information; and

 

b)            any fraud, whetheror not material, that involves management or other employees who

                have a significantrole in the registrant’s internal control over financial reporting; and

 

| January 15, 2007 |   | /s/ JOSEPH J. TALLEY                               |
|------------------|--------|----------------------------------------------------|
|             |   | Joseph J. Talley                                   |
|             |   | Vice President-Finance and Chief Financial Officer |

 

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