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                                                                    EXHIBIT 31.2


                        FORM OF SECTION 302 CERTIFICATION


I, Gaspar Alvarez Martinez, certify that:

1.      I have reviewed this quarterly report on Form 10-Q of Seminis, 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)) 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)      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

        (c)      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 company'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
        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:   May 10, 2004

                                         /s/ Gaspar Alvarez Martinez
                                         ---------------------------------------
                                         Gaspar Alvarez Martinez
                                         VP Finance and WW Corporate Comptroller