**EXHIBIT      31.2**

**CERTIFICATION**

I, Gary T.    Knisely, certify that: 

 1.     I      have reviewed this Form 10-Q of Hanover Foods Corporation; 

 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;

 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;

 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:

 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;

 b)     (Intentionally      Omitted)

 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;

 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; 

 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): 

 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

 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: October        13, 2004 |                               |
|-------------------------------|------------------------------------|
|                          | /s/          Gary T. Knisely  |
|                          | Gary T.        Knisely             |
|                          | Chief Financial        Officer     |

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