EXHIBIT 99.1


                                 FORM OF BALLOT

                             U.S. PREMIUM BEEF, LTD.

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      This ballot is each shareholder's opportunity to vote on the proposed
merger of U.S. Premium Beef, Ltd. with and into U.S. Premium Beef, Inc., a
Delaware corporation. If the merger is approved, the surviving Delaware
corporation will immediately after the effective time of the merger, convert
from a corporation into a Delaware limited liability company. The proposed
restructuring is described in the disclosure statement--prospectus dated
__________, 2004. Each vote for or against the proposed merger constitutes a
shareholder's vote for or against the following:

         A proposal to approve and ratify the agreement and plan of merger by
         and between U.S. Premium Beef, Ltd., a Kansas cooperative, and U.S.
         Premium Beef, Inc., a newly-formed Delaware corporation, in the form
         attached as Appendix A to the disclosure statement--prospectus,
         pursuant to which the cooperative will be merged with and into the
         corporation, which will then convert into a limited liability company,
         with the LLC as the surviving entity. The shareholders of the
         cooperative will become unitholders of the LLC and receive one Class A
         unit and one Class B unit of the LLC for each share of the
         cooperative's common stock they hold as of the effective date of the
         merger. If the proposal is approved, closing is expected to take place
         as soon as practicable following the shareholder vote.

      I VOTE ON THE ABOVE ITEMS AS FOLLOWS:

                           FOR ____        AGAINST ____

      MARK "FOR" IF YOU WISH TO CAST YOUR VOTE IN FAVOR OF THE PROPOSED MERGER
OR "AGAINST" IF YOU WISH TO CAST YOUR VOTE AGAINST THE PROPOSED MERGER.

      YOUR BOARD OF DIRECTORS RECOMMENDS YOU VOTE "FOR" THE PROPOSED MERGER.

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      To vote, you must attend the special meeting and execute the Ballot which
will be provided to you at that time.