EXHIBIT 31.2
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                                  CERTIFICATION

I, R. Michael Andrews, Jr., certify that:

        1. I have reviewed this annual report on Form 10-K of Buffets Holdings,
    Inc.;

        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)) and internal control
    over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
    15d-15(f)) 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) 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 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 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


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    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.

                                                     /s/ R. Michael Andrews, Jr.
                                                     ---------------------------
                                                     R. Michael Andrews, Jr.
                                                     Chief Financial Officer

Date: September 28, 2004