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EXHIBIT 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James M. Rajewski, certify that:



| | 1. |  | I have reviewed this annual report on Form 10-K of Midland
Cogeneration Venture Limited Partnership;                                                                                                                                                                                                      
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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 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) |  | 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 upon such evaluation; and                                                                                                  
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| | c) |  | 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 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 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.                                                                                               

Date: March 1, 2004

/s/ James M. Rajewski James M. Rajewski
Chief Financial Officer, Vice President and Controller