**Exhibit      31.2**

**CERTIFICATION**

**I**,    Gary T. Knisely, certify that:

| 1.  | I        have reviewed this Form 10-K (Amendment No. 1) of Hanover Foods Corporation; |
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| 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; |
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| 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;                           |
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| 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:                                                                                           |
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|   | 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; |
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|   | b)                                                                                                                                                                                                                                                                                                                                            | (Intentionally        Omitted) |
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|   | c)                                                                                                                                                                                                                                                                                                                                            | 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; |
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|   | d)                                                                                                                                                                                                                                                                                                                                            | 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 registrant’s internal control over financial        reporting; and; |
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| 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 the registrant’s        board of directors (or persons performing the equivalent functions): |
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|   | 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 |
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|   | 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. |
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| Date:        September 30, 2004 |   |
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|   | /s/        Gary T. Knisely     |
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|   | Gary T.        Knisely         |
|   | Chief Financial        Officer |

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