EXHIBIT 31.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I,  Richard  A.  Bailey  certify  that:

     1.   I  have  reviewed  this  amended  quarterly report on Form 10-QSB/A of
          Gateway  Distributors,  Ltd.;

     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
quarterly  report;

     3.   Based  on  my knowledge, the financial statements, and other financial
information  included  in  this quarterly 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 quarterly report;

     4.   The  registrant's  other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

          (a)  designed  such  disclosure controls and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;

          (b)  evaluated  the  effectiveness  of  the  registrant's  disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  quarterly  report  (the  "Evaluation  Date");  and

          (c)  presented  in  this  quarterly  report  our conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.   The registrant's other certifying officers and I have disclosed, based
on  our  most  recent  evaluation,  to  the  registrant's auditors and the audit
committee  of  the  registrant's  board  of directors (or persons performing the
equivalent  functions):

          (a)  all  significant  deficiencies  in  the  design  or  operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record,  process,  summarize,  and report financial data and have identified for
the  registrant's  auditors  any  material  weaknesses in internal controls; and

          (b)  any  fraud,  whether or not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

     6.   The  registrant's  other  certifying  officers and I have indicated in
this  quarterly report whether or not there were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with regard to significant deficiencies and material weaknesses.

Dated: August 30, 2004.


                                 /s/  Richard  A.  Bailey
                                 -----------------------------------------------
                                 Richard  A.  Bailey,  Chief  Financial  Officer


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