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Exhibit 31.2

CERTIFICATIONS

I, Francis Raborn, certify that:

1. I have reviewed this annual report on
Form 10-K of United Defense Industries, Inc.;

2. Based on my knowledge, this annual 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
annual report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
annual 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 annual
report;

4. The registrants other certifying
officers 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:



| |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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
    annual report is being prepared;
|
| | (b) Evaluated the effectiveness of the
    registrants disclosure controls and procedures and
    presented in this annual report our conclusions about the
    effectiveness of the disclosure controls and procedures, as of
    the end of the period covered by this annual report based on
    such evaluation; and                                                                                        

5. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of the registrants board of directors (or
persons performing the equivalent function):



| |                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) All significant deficiencies and
    material weaknesses in the design or operation of internal
    controls which are reasonably likely to adversely affect the
    registrants ability to record, process, summarize and
    report financial information; and
|
| | (b) Any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls.                                                                                                       



| |                              
| | -----------------------------
| | Signature: /s/ FRANCIS RABORN
| |                              

| |        |                                            
| | ------ | -------------------------------------------
| | Title: | Vice President, Chief Financial Officer and

| |                                                                 
| | ----------------------------------------------------------------
| | Principal Financial and Accounting Officer of the
    Registrant

Date: March 2, 2004

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