**Exhibit 31.2**

** **CERTIFICATIONS

** **

Certificationrequirements set forth in Section 302 (a) of the Sarbanes-Oxley Act. M 

I,Stuart I. Greenwald, certify that:

1.         Ihave reviewed this quarterly report on Form 10-Q of First Hartford Corporation.

2.         Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport.

3.         Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for the years presented in this quarterly report.

4.         Theregistrant's other certifying officer and I are responsible for establishingand maintaining internal controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the registrant and have:

A.        designedsuch internal controls and procedures to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared.

B.         evaluatedthe effectiveness of the registrant's internal controls and procedures as of adate within 90 days prior to the filing date of this quarterly report (the"Evaluation Date"); and

C.         presentedin this quarterly report our conclusions about the effectiveness of theinternal controls and procedures based on our evaluation as of the EvaluationDate;

5.         Theregistrant's other certifying officer and I have disclosed, based on our mostrecent evaluation, to the registrant's auditors and the audit committee ofregistrant's board of directors (or persons performing the equivalentfunctions);

A.        allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant's ability to record, process, summarizeand report financial data and have identified for the registrant's auditors anymaterial weakness in internal controls; and

B.         anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant's internal controls; and

6.         Theregistrant's other certifying officer and I have indicated in this quarterlyreport whether there were significant changes in internal controls or in otherfactors that could significantly affect internal controls subsequent to thedate of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

----

I amresponsible for preparing the Company's consolidated financial statements andthe other information that appears in this Form 10-Q.  I believe that theconsolidated financial statements have been prepared in conformity withaccounting principles generally accepted in the United States of Americaappropriate in the circumstances to reflect, in all material respects, thesubstance of events and transactions that should be included, and that theother information in this Form 10-Q is consistent with those statements.  Inpreparing the consolidated financial statements, management makes informedjudgments and estimates of the expected effects of events and transactions thatare currently being accounted for.

Inmeeting its responsibility of the consolidated financial statements, I dependon the Company's system of internal accounting controls.  This system isdesigned to provide reasonable assurance that assets are safeguarded andtransactions are executed in accordance with management's authorization, andare recorded properly to permit the preparation of consolidated financial statementsin accordance with accounting principles generally accepted in the UnitedStates of America.

Date: December 15, 2004   

/s/ Stuart I. Greenwald            Stuart I. GreenwaldTreasurer