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.

Date: August 27, 2004
/s/ Kishore Lall
----------------
Name: Kishore Lall
Title: Executive Vice President and Chief Financial Officer


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