Exhibit 31.2





CERTIFICATION
PURSUANT TO


RULE
13a-14(a)/15d-14(a)




AS
ADOPTED PURSUANT TO


SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002




I, JonathanH.Chou, certify that:




1.   I have reviewed this
annual report on Form 10-K for the fiscal year ended December 31, 2007 of
American Dairy, Inc.;
 
 2.   Based on my knowledge,
this 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 report;
 
 3.   Based on my knowledge,
the financial statements, and other financial information included in this
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 report;
 
 4.The registrant’s
other certifying officer 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
13a-15(f) and 15d-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
report is being prepared;
  b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
  c) evaluated the effectiveness of the
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 materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial
reporting; and
 5.   The
registrant’s other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, 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 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:  April 14,
      2009
                  /s/ JonathanH.ChouJonathanH.Chou
                    Chief Financial
      Officer
                    (Principal Accounting and
      Financial Officer)