**Exhibit 31.2**

 

**CERTIFICATION**

 

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

 

1.             I havereviewed this quarterly report on Form 10-Q of Vita Food Products, Inc.;

 

2.             Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3.             Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report;

 

4.             Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) for the registrant and we have:

 

a)             Designedsuch disclosure controls and procedures, or caused such controls and proceduresto be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

 

b)            Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisquarterly report based on such evaluation; and

 

c)             Disclosed inthis quarterly report any change in the registrant’s internal control overfinancial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

 

5.             Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

 

a)             Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)            Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

 
| Date:                                                               | November 15, 2004                    |   |
|---------------------------------------------------------------------|--------------------------------------|--------|
|                                                                |                                 |
| By                                                                  | /s/ Clifford K.  Bolen               |   |
|                                                                |    Clifford  K. Bolen |   |
|    Senior *Vice  President; Chief Financial Officer* |
| (*Principal  Financial and Accounting Officer*)                     |                                 |
|                                                                     |                                      |        |  |  |

 

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