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Exhibit 31.2
                    STATEMENT OF PRINCIPAL FINANCIAL OFFICER

I, N. Mahadevan, certify that:

1.     I have reviewed this annual report on Form 10-KSB of Mendocino Brewing
       Company, 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 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 small business issuer as of, and for, the periods presented in this
       report;

4.     The small business issuer'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)) and
       internal control over financial reporting (as defined in Exchange Act
       Rules 13a-15(f) and 15d-15(f) for the small business issuer 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
              small business issuer, 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)     Designed such internal control over financial reporting, or caused
              such internal control over financial reporting to be designed
              under our supervision, to provide reasonable assurance regarding
              the reliability of financial reporting and the preparation of
              financial statements for external purposes in accordance with
              generally accepted accounting principles.

       c)     Evaluated the effectiveness of the small business issuer'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 small business issuer's
              internal control over financial reporting that occurred during the
              small business issuer's most recent fiscal quarter (the small
              business issuer's fourth fiscal quarter in the case of an annual
              report) that has materially affected, or is

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              reasonably likely to materially affect, the small business
              issuer's internal control over financial reporting; and

5.     The small business issuer's other certifying officer and I have
       disclosed, based on our most recent evaluation of internal control over
       financial reporting, to the small business issuer's auditors and the
       audit committee of the small business issuer'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 small business
              issuer's ability to record, process, summarize and report
              financial data; and

       b)     Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the small business
              issuer's internal control over financial reporting.


                                               ---------------------------------
                                               N. Mahadevan,
                                               Chief Financial Officer
                                               Date:  April 14, 2004