**Exhibit 31.2**

 

I,Wayne W. Roumagoux, certify that:

 

1.I have reviewed this annual report on Form 10-K, as amended on Form 10-K/Aof M. L. Macadamia Orchards, L.P.;

 

2.Based on my knowledge, this annual report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financialinformation included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internalcontrol over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

 

b)Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

 

c)Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

d)Disclosed in this report any change in the registrant’s internal control overfinancial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal in the case of an annual report) thathas materially affected, or is likely to materially affect, the registrant’sinternal control over financial reporting; and

 

5.The registrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation of internal controls over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent function):

 

a)All significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the registrant’s internal controls overfinancial reporting.

 

 

Date:   May 26, 2005

 
| /s/  Wayne W. Roumagoux  |   |
|--------------------------|--------|
|                     |
| Wayne  W. Roumagoux      |
| Chief  Financial Officer |

 

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