**Exhibit
                31.2**
 
 
 **Certification
                Pursuant to**
 **Rule
                13a-14(a) or 15d-14(a),**
 **as
                Adopted Pursuant to**
 **Section
                302 of the Sarbanes-Oxley Act of 2002**
  I,
                Jeffrey L. Hinton, certify that:
  1.
                    I
                        have reviewed this Annual Report on Form 10-K of Matria Healthcare,
                        Inc.; 
 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 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:
                March 20, 2007      /s/
                Jeffrey L. Hinton
 Jeffrey L. Hinton
 Senior Vice President and
 Chief
                Financial Officer