Exhibit
      31.2


**Certification
        of Principal Financial Officer Required by Rule 13a-14(a) of the Securities
        Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002**
 
 I,
        Tracy
        E. Quinn, certify that:
 
 1.
        I have reviewed this Annual Report
        on Form 10-K of Overhill Farms, Inc. (the “registrant”):
 
 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 such statements 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 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 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 13a-15(e) and 15d-15(e)) and internal control over financial reporting
        (as
        defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
        and 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, including its consolidated subsidiaries,
        is made known to us by others within those entities, particularly during
        the
        period in which this report is being prepared;
 
 (b)
        Designed such internal control over financial reporting, or caused such internal
        control over financial reporting to be designed under our supervision, to
        provide reasonable assurance regarding the reliability of financial reporting
        and the preparation of financial statements for external purposes in accordance
        with generally accepted accounting principles;
 
 (c)
        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
 
 (d)
        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 fiscal quarter in the case of an annual report)
        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(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 the registrant’s board of
        directors (or persons performing the equivalent functions):
 
 (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 control over financial
        reporting.
   Date: December
                  11,
                  2007
              By:
              /s/ Tracy
                E. QuinnTracy
                  E. QuinnInterim
                  Chief Financial Officer(principal
                financial officer)