**EXHIBIT31.2**

 

**CERTIFICATIONS**

 

I, Thomas W. Freeze, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Poore Brothers,Inc.;

 

2. Based on my knowledge, this Annual Report on Form 10-K does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3. Based on my knowledge, the financial statements, and other financialinformation included in this Annual Report on Form 10-K, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inSecurities and Exchange Commission Rules 13a-15(e) and 15d-15(e) promulgatedunder the Securities and Exchange Act of 1934, as amended) for the registrantand have:

 

a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision,  to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

b) Evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

c) Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of anannual 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 have disclosed,based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of registrant’sboard of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonablylikely 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 orother employees who have a significant role in the registrant’s internalcontrol over financial reporting.

 

Date: March 23, 2004

 
| /s/ Thomas W. Freeze                                                     |   |
|--------------------------------------------------------------------------|--------|
| Thomas W. Freeze                                                         |
| Senior Vice President, Chief Financial  Officer, Treasurer and Secretary |

 

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