EXHIBIT 31.2

                                  CERTIFICATION

         I, Liu Hua, certify that:

1.       I have reviewed this annual report on Form 10-K of American Dairy, Inc.
         for the fiscal year ended December 31, 2005;

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 annual report;

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

4.       The registrant's other certifying officer(s) and I are responsible for
         establishing and maintaining disclosure controls and procedures [as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal
         control over financial reporting [as defined in Exchange Act Rules
         13(a)(f) and 15c-15(f)] for the registrant and have:

                  a) designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, 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) designed such inter control over financial reporting, or
                  caused such internal control over financial reporting and the
                  preparation of financial statements for external purposes in
                  accordance with generally accepted accounting principles;

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

                  d) disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has matially affected, or reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting.

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

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

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


Date: March 29, 2006
                                  By: /s/ Liu Hua
                                     -----------------------------------
                                          Liu Hua,
                                          Treasurer and Chief Financial Officer


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