**Exhibit31.2**

**CERTIFICATIONS**

I,Robert Meyers, certify, that:

1.                                       Ihave reviewed this Annual Report on Form 10-K of HD Partners AcquisitionCorporation;

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 this 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 issuer as of, and for,the periods presented in this report; 

4.                                       Theissuer’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer andhave: 

a)                                      designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the issuer, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during theperiod in which this report is being prepared; 

b)            evaluatedthe effectiveness of the issuer’s disclosure controls and procedures andpresented in this report are 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)                                      disclosedin this report any change in the issuer’s internal control over financialreporting that occurred during the issuer’s fourth quarter that has materiallyaffected or is reasonably likely to materially affect, the issuer’s internalcontrol over financial reporting; 

5.                                       Theissuer’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the issuer’sauditors and the audit committee of the issuer’s board of directors (or personsperforming the equivalent functions): 

(a)                                  Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the issuer’s ability to record, process, summarize and reportfinancial information; and 

(b)                                 Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the issuer’s internal control over financialreporting. 
| Date: March 30, 2007 | By:    | /s/ Robert Meyers                               |
|---------------------------|--------|-------------------------------------------------|
|                      |   | Robert Meyers                                   |
|                      |   | Chief Financial Officer, Treasurer and Director |

 

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