**EXHIBIT 31.2**

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**CERTIFICATIONS**

 

I, Joseph J. Talley, VicePresident-Finance and Chief Financial Officer of American Crystal SugarCompany, certify that:

 

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

 

2.                                       Based on my knowledge, this annual 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 annual report;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisannual 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 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 thisannual report 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 annual report; and

 

c)                                      disclosed in this annual report any changesin the registrant’s internal control over financial reporting that occurredduring the registrant’s fourth fiscal quarter that has materially affected, oris reasonably likely to materially affect, the registrant’s internal controlover financial reporting.

 

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 theregistrant’s internal control over financial reporting; and

 

 
| November  24, 2004 | /s/  JOSEPH J. TALLEY                               |   |
|--------------------|-----------------------------------------------------|--------|
|               | Joseph  J. Talley                                   |
|               | Vice  President-Finance and Chief Financial Officer |

 

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