**Exhibit 31.2**

 

**CERTIFICATION**

 

I,Christopher J. Willi, certify that:

 

1.                  I have reviewedthis quarterly annual report on Form 10-Q of Sherwood Brands, Inc. (the“Registrant”);

 

2.                  Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                  Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Registrant as of, andfor, the periods presented in this report;

 

4.                  TheRegistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

 

(a)  designed such disclosurecontrols and procedures or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe Registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

(b)  evaluated the effectivenessof the Registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation;

 

(c)  disclosed in this reportany change in the Registrant’s internal control over financial reporting thatoccurred during the Registrant’s most recent fiscal quarter (the Registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the Registrant’sinternal control over financial reporting; and

 

5.                  TheRegistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of Registrant’s board ofdirectors (or persons performing the equivalent function):

 

(a)  all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Registrant’s ability to record, process, summarize and reportfinancial information; and

 

(b)  any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the Registrant’s internal control over financial reporting.

 

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| Date:  March 11, 2004 |                                    |
|---------------------------------|-----------------------------------------|
|                            |                                    |
|                            |                                    |
|                            | /s/ CHRISTOPHER J. WILLI                |   |
|                            | Christopher J. Willi                    |
|                            | Chief Financial Officer  and  Secretary |

 

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