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                                                                    Exhibit 31.2


                              Annual Certifications
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kishore Lall, certify that:

1.   I have reviewed this annual report on Form 10-K of Gristede's Foods, 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 officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) for the registrant and
     we have:

          a) designed such disclosure controls and procedures, or caused such
     disclosure controls 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 is being prepared;

          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 on such evaluation; and

          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 quarter in the case of an
     annual report) that has materially affected, or is reasonably likely to
     materially affect, the registrant's internal financial control over
     financial reporting; and

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 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
     control over financial reporting.

/s/ Kishore Lall
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Date:    April 5, 2004
Name:    Kishore Lall
Title:   Executive Vice President and Chief Financial Officer