Exhibit 31.2
                                CFO CERTIFICATION


I,  Thomas  P.  Cawley,  certify  that:

     1.     I  have  reviewed this annual report on Form 10-K of Peet's Coffee &
Tea,  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 and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  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 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  and  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;

     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):

          (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
controls  over  financial  reporting.





Date:     March  12,  2004         /s/  Thomas  P.  Cawley
                                   -----------------------
                                   Thomas  P.  Cawley
                                   Vice  President,  Chief  Financial  Officer,
                                   and  Secretary