**EXHIBIT 31.2**

 

**Certificationof Chief Financial OfficerPursuant to****Securities and Exchange Commission Rules 13a-14(a) and 15d-14(a)under the Securities Exchange Act of 1934**

 

**CERTIFICATION**

I,Richard M. Finkbeiner, certify that:

 

1.     I have reviewed this annual report on Form 10-Kof Poore Brothers, Inc.;

 

2.     Based on my knowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the period covered bythis report;

 

3.     Based on my knowledge, the financial statements, andother financial information included in this annual report, fairly present inall material respects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in this annualreport;

 

4.     The registrant’s other certifying officers and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))for the registrant and we have:

 

a)             Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

b)            Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

c)             Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

 

5.     The registrant’s other certifying officers and I havedisclosed, based on our most recent evaluation, to the registrant’s auditorsand the audit committee of the registrant’s board of directors (or personsperforming the equivalent function):

 

a)             All significant deficiencies and material weaknessesin the design or operation of internal controls 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 involvesmanagement or other employees who have a significant role in the registrant’sinternal controls.

 

Date:  March 22,2005

 
|   | /s/ Richard M. Finkbeiner                          |   |
|--------|----------------------------------------------------|--------|
|   | Richard M. Finkbeiner                              |
|   | Senior Vice-President and Chief Financial  Officer |
|   | (principal financial and accounting  officer)      |

 

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