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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:   October 31, 2003
Name:   Kishore Lall
Title:  Executive Vice President and Chief Financial Officer


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