EXHIBIT 31.2

CERTIFICATIONS

I, Scott J. Miller, certify that:

|1. I have reviewed this quarterly report on Form
10-Q of U.S. Premium Beef, LLC;                                                                                                                                                                                                                                                       
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|2. Based
on my knowledge, this quarterly 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;                
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|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;                                             
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|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-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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|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 (or
persons performing the equivalent functions):                                     
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By:
  
  /s/ Scott J. MillerScott J. MillerChief Financial Officer
  (Principal Financial and Accounting Officer)


Date: April 9, 2010