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                                  Exhibit 31.2


                       Annual and Quarterly Certifications
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kishore Lall, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of Gristede's
          Foods, Inc.

     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 officer(s) and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) for the
          registrant and we have:

               a) designed such disclosure controls and procedures, or caused
          such disclosure controls 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 is being prepared;

               b) 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

               c) 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
          quarter in the case of an annual report) that has materially affected,
          or is reasonably likely to materially affect, the registrant's
          internal financial control over financial reporting; and

     5.   The registrant's other certifying officer(s) 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
          registrant's board of directors (or persons performing the equivalent
          function):

               a) all significant deficiencies and material weaknesses in the
          design or operation of internal controls 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.



/s/ Kishore Lall
---------------------------------------------
Date:  May 14, 2004
Name:  Kishore Lall
Title: Executive Vice President and Chief Financial Officer




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