**EXHIBIT 31.2**

 

I, Michael Garnreiter, certify that:

 

1.                                       Ihave reviewed this annual report on Form 10-K/A of Main Street and MainIncorporated;

 

2.                                       Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by report;

 

3.                                       Basedon my 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(s) and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a)                                      Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

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

 

c)                                      Disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.                                       Theregistrant’s other certifying officer(s) and I have disclosed, based on ourmost recent 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 significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize, and reportfinancial information; and

 

b)                                     Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 
| Date:  July 2, 2004 |                     |
|-------------------------------|--------------------------|
|                          |                     |
|                          | /s/  Michael Garnreiter  |
|                          | Michael Garnreiter       |
|                          | Chief  Financial Officer |

 

----