**EXHIBIT 31.02**

 

**RULE13a-14(a)/15d-14(a) CERTIFICATIONS**

 

I, Michael L. Pungello, certify that:

 

1. I have reviewed this report on Form 10-K of John W. Henry &Co./Millburn L.P.;

 

2. Based on my knowledge, this annualreport does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this annualreport;

 

3. Based on my knowledge, the financial statements, and other financialinformation included in this annualreport, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in thisannual report;

 

4. The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange 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 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’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 officer 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, summarizeand report financial information; and

 

b) Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

 
| Date: March 31, 2006 |   |
|----------------------|--------|

 
| By                                           | /s/ MICHAEL L. PUNGELLO |   |
|----------------------------------------------|-------------------------|--------|
| Michael L. Pungello                          |
| Vice President, Chief Financial Officer      |
| and Treasurer                                |
| (Principal Financial and Accounting Officer) |

 

 

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