# Exhibit 31.2

 

CERTIFICATIONS

 

Certification Pursuant to Rules 13a-14(a) and15d-14(a) under the Securities Exchange Act of 1934, as Amended.

 

I, Stuart I. Greenwald, certify that:

 

1.     I have reviewed this quarterly report on Form10-Q of First Hartford Corporation.

 

2.     Based on my knowledge, this quarterly reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.     Based onmy knowledge, the financial statements, and other financial informationincluded in 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)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))  for the registrantand have:

 

(a)   Designed such disclosure controlsand 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)   Designed such internal controlover financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles;

 

(c)   Evaluated the effectiveness of theregistrant's disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

(d)   Disclosed in this report anychange in the registrant's internal control over financial reporting thatoccurred during the registrant's most recent fiscal quarter 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 the registrant's board ofdirectors (or persons performing the equivalent functions):

 

(a)   All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant's ability to record, process, summarize and report financialinformation; and

 

(b) Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant'sinternal control over financial reporting.

 

Date:  October 19, 2009

 

By: Stuart I. Greenwald

        Stuart I. Greenwald 

       Treasurer