**EXHIBIT31.2**

**CERTIFICATIONS**

I, Scott J. Miller, certify that: 

     1. I havereviewed this quarterly report on Form 10-Q of U.S. Premium Beef, LLC; 

     2. Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report; 

     3. Basedon my knowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report; 

     4. Theregistrant's other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have: 

     a)designed such disclosure controls and procedures, or caused such disclosure controlsand procedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared; 

     b)evaluated the effectiveness of the registrant's disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and 

     c)disclosed in this report any change in the registrant's internal control overfinancial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the registrant's internal control over financial reporting; and 

     5. Theregistrant's other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's board ofdirectors (or persons performing the equivalent functions): 

     a)all significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize andreport financial information; and 

     b)any fraud, whether or not material, that involves management or other employeeswho have a significant role in the registrant's internal control over financialreporting. 

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| By: |  | /s/ Scott J. Miller                                                                                  |
|     |  | Scott J. Miller*Chief Reporting and Compliance Officer	(Principal Financial and Accounting Officer)* |

Date: January 9, 2006