** **

**EXHIBIT 3.1(b)**

** **

**AMENDMENTTO THELIMITED LIABILITYCOMPANY AGREEMENTOFNATIONAL BEEFPACKING COMPANY, LLC**

            This Amendment (this "Amendment") to the Limited Liability Company Agreement (the "Agreement") of National Beef Packing Company, LLC is entered into and made effective as of August 6, 2003, by and among U.S. Premium Beef, LLC ("USPB"), NBPCo Holdings, LLC ("NBPCo  Holdings"), John R. Miller ("Miller"), French Basin Land &  Cattle Co. LLC ("MillerCo"), Timothy M. Klein ("Klein"), TKK Investments,  LLC ("KleinCo"), and S-B Enterprises V, LLC ("SmithCo")(with certain other Persons from time to time party to the Agreement, collectively the "Members").  

**Recitals**

            WHEREAS, the Members previously entered into theLimited Liability Company Agreement of National Beef Packing Company, LLC (the"Company"), dated as of August 6, 2003 (the "Agreement");

            WHEREAS, the Members want to confirm theiragreement with respect to the computation of the adjustment under section 754of the Internal Revenue Code of 1986 with respect to the acquisition of theinterests (the "Farmland Interests") held directly or indirectly byFarmland Industries, Inc.; 

            NOW, THEREFORE, in consideration of the premisesand the covenants contained herein, the Members do hereby promise and agree asfollows (all capitalized terms used herein and not otherwise defined shall havethe meanings assigned to such terms in the Agreement):

            1.         Allocation of Liabilities on August 6, 2003.  The liabilities of the Company and its predecessors were allocated asof the acquisition of the Farmland Interests among the Members consistent withthe amount of section 754 adjustments attributable to each of the Members, asreflected in this Amendment.  This allocation of liabilities does not alter theallocation of liabilities after August 6, 2003, which liabilities shall beallocated among the Members in accordance with the provisions of theAgreement.  

            2.         Confirmation of Section 754Adjustment.  The amount of the Section 754 adjustment allocable among theMembers attributable to the acquisition of the Farmland Interests is asfollows:

 

 

 

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| Member         | Portion of Section  754 Adjustment |
|----------------|------------------------------------|
| USPB           | $72,361,142                        |
| NPBCo Holdings | 38,666,051                         |
| Miller         |    -           |
| MillerCo       | 9,602,768                          |
| Klein          |    -                |
| KleinCo        | 4,801,384                          |
| SmithCo        | 2,652,471                          |
| Total          | $128,083,817                       |

            3.         Special Allocation Among NBPCoHoldings, MillerCo, KleinCo and SmithCo.  The Members agreed that theportion of deductions allocable to NBPCo Holdings, MillerCo, KleinCo andSmithCo were adjusted for the fiscal year ended with respect to August 31, 2003 as follows:

| Member         | Increased  Deduction/ (Decreased Deduction) |
|----------------|---------------------------------------------|
| NPBCo Holdings | $98,941                                     |
| MillerCo       | (68,039)                                    |
| KleinCo        | (34,020)                                    |
| SmithCo        | 3,118                                       |
| Total          | -                                      |

These special allocations of deductions shall be reversedout in the subsequent years consistent with the Members' realization of thesection 754 adjustments attributable to the purchase of the FarmlandInterests.  

            4.         Continued Force and Effect. Except as amended herein, all provisions of the Agreement shall remain andcontinue in force and effect.

            5.         Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute an agreement, notwithstanding that all parties are signatories to the same counterpart.

 

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            IN WITNESS WHEREOF, the parties hereto have executed this Agreement on July 7, 2005.   

**MEMBERS**

 

U.S. PREMIUM BEEF, LLC 

By:/s/ STEVEN D. HUNT, CEO                     

                                                                        

NBPCOHOLDINGS, LLC 

By: ELDON ROTH                                         

                                                                        

FRENCH BASIN LAND &  CATTLE CO. LLC 

By:/s/ JOHN R. MILLER                                  

                                                                        

TKKINVESTMENTS, LLC 

By:/s/ TIMOTHY M. KLEIN                          

                                                                        

S-BENTERPRISES V, LLC 

By:/s/ SCOTT H. SMITH                                

                                                                        

/s/ JOHN R. MILLER                                      JOHNR. MILLER 

 

/s/ TIMOTHY M. KLEIN                                 TIMOTHYM. KLEIN 

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First AmendedExhibit 3.1

**MEMBERS OF THECOMPANY, CAPITALCONTRIBUTIONS AND ISSUANCE OF UNITS**

1.      OutstandingUnits

| **Members**    | **Class A Units  (1)** | **Class B-1 Units  (1)** | **Class B-2 Units  (2)** | **Class C Units** | **Percentage  Interests (Class B Units only)** |
|----------------|------------------------|--------------------------|--------------------------|-------------------|------------------------------------------------|
| USPB           | 88,781,384             | 10,000,000               | ---                      | ---               | 53.16%                                         |
| NBPCo Holdings | 31,553,956             | 3,810,044                | ---                      | ---               | 20.26%                                         |
| MillerCo       | ---                    | 2,247,619 (3)            | ---                      | ---               | 11.95%                                         |
| Miller         | ---                    | ---                      | 609,524 (4)              | ---               | 3.24%                                          |
| KleinCo        | ---                    | 1,123,810 (5)            | ---                      | ---               | 5.98%                                          |
| TMKCo          | ---                    | ---                      | 304,762 (6)              | ---               | 1.62%                                          |
| SmithCo        | 1,514,286              | 714,286 (7)              | ---                      | ---               | 3.80%                                          |
| **Total**      | **121,849,626**        | **17,895,759**           | **914,286**              | **---**           | **100.00%**                                    |

 

(1)     Initial Capital Contribution with respect to Class A Units andClass B-1 Units is an amount in U.S.Dollars equal to the number of Units of such Class.

(2)     Initial Capital Contribution with respect to Class B-2 Units is zero.

(3)     Of these Units, 1,104,762 are designated as Management Units, subject torepurchase in accordance with Section 3.7.

(4)     These 609,524 Units are designated as Management Units, subject torepurchase in accordance with Section 3.7.

(5)     Of these Units, 552,381 are designated as Management Units, subject torepurchase in accordance with Section 3.7.

(6)     These 304,762 Units are designated as Management Units, subject torepurchase in accordance with Section 3.7.

(7)     Of these Units, 428,571 are designated as Management Units, subject torepurchase in accordance with Section 3.7.

2.      UnitsIssuable Pursuant to Deferred Equity Incentive Compensation Agreements

| **Members** | **Class A Units** | **Class C Units** |
|-------------|-------------------|-------------------|
| Miller      | 6,057,143         | 609,524 (1)       |
| Klein       | 3,028,571         | 304,762 (2)       |

 

(1)              These 609,524 Units are designated as Management Units, subject torepurchase in accordance with Section 3.7.

(2)              These 304,762 Units are designated as Management Units, subject torepurchase in accordance with Section 3.7.

 

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3.                 Capitalization Assuming Full Issuance of Units Subject to DeferredEquity Incentive Compensation Agreements

| **Members**    | **Class A Units  (1)** | **Class B-1 Units  (1)** | **Class B-2 Units  (2)** | **Class C Units  (1)** | **Percentage  Interests (Class B Units only)** |
|----------------|------------------------|--------------------------|--------------------------|------------------------|------------------------------------------------|
| USPB           | 88,781,384             | 10,000,000               | ---                      | ---                    | 53.16%                                         |
| NBPCo Holdings | 31,553,956             | 3,810,044                | ---                      | ---                    | 20.26%                                         |
| MillerCo       | ---                    | 2,247,619                | ---                      | ---                    | 11.95%                                         |
| Miller         | 6,057.143              | ---                      | 609,524                  | 609,524                | 3.24%                                          |
| KleinCo        | ---                    | 1,123,810                | ---                      | ---                    | 5.98%                                          |
| Klein          | 3,028,571              | ---                      | ---                      | 304,762                | 0%                                             |
| SmithCo        | 1,514,286              | 714,286                  | ---                      | ---                    | 3.80%                                          |
| TMKCo          | ---                    | ---                      | 304,762                  | ---                    | 1.62%                                          |
| **Total**      | **130,935,340**        | **17,895,759**           | **914,286**              | **914,286**            | **100.00%**                                    |

 

(1)     Initial Capital Contribution, when and as issued, is equal to an amountin U.S. Dollars equal to the number of Units of such Class.

(2)     Initial Capital Contribution with respect to Class B-2 Units is zero.

 

 

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