Exhibit 31.2   

**CERTIFICATION PURSUANT TO RULE 13A-14(A)**

I, Robert M. Qualls, Vice President and Chief Financial Officer of PRP-GP LLC, which is the Administrative Managing General Partner of Phosphate Resource Partners Limited Partnership, and in that capacity also the chieffinancial officer of Phosphate Resource Partners Limited Partnership, certify that:

1.   I have reviewed this annual report on Form 10-K of Phosphate Resource Partners Limited Partnership;

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 suchstatements 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 quarterly report, fairly present in all material respects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officers 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)) for the registrantand 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, includingits consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report 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 ofthe period covered by this report based on such evaluation; and

c)   Disclosed in this reportany change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter 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 theregistrant's board of directors (or persons performing the equivalent function):

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 controls over financial reporting.

Date: March 12, 2004

 

        Robert M. Qualls* *             Robert M. QuallsVice President and Chief Financial OfficerPRP-GP LLC

 

*Return to PhosphateResource Partners Limited Partnership Form 10-K*