**Exhibit 31.2**

 

**CERTIFICATION**

 

***I, Clifford K. Bolen, the Senior Vice President and ChiefFinancial Officer of Vita Food Products, Inc., certify that:***

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***1.***             I have reviewed this annual report on Form 10-K ofVita Food Products, Inc.;

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***2.***             Based on my knowledge, this annual report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this annual report;

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***3.***             Based on my knowledge, the financial statements, andother financial information included in this annual report, fairly present inall material respects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in this annualreport;

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***4.***             The registrant’s other certifying officers and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrantand we have:

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***a)***             Designed such disclosure controls and procedures, orcaused such controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this annual report is being prepared;

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***b)***            Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this annual report based on such evaluation; and

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***c)***             Disclosed in this annual report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal year that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

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***5.***             The registrant’s other certifying officer and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofthe registrant’s board of directors (or persons performing the equivalentfunctions):

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***a)***             All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and

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***b)***            Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

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***Date:***       March 30, 2006

 
| ***By:***                                             | *** /s/  Clifford K. Bolen*** | *** *** |
|-------------------------------------------------------|-----------------------------------------|--------------|
| *** ***                                          | ***Clifford K. Bolen***                 | *** *** |
| ***Senior Vice President, Chief Operating Officer,*** | *** ***                            |
| ***Chief Financial Officer***                         | *** ***                            |
| ***(Principal Financial and Accounting  Officer)***   | *** ***                            |
|                                                       |                                         |              |  |

 

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