**Exhibit 31.2**

**RULE13a-14(a) CERTIFICATION IN**

**ACCORDANCEWITH SECTION 302**

**OF THE SARBANES-OXLEY ACT OF 2002**

I, Cynthia P. Kellogg, Chief Financial Officer ofPalace Entertainment Holdings, Inc. (the “Company”), certify that:

 
| 1. | I have reviewed this quarterly report on Form 10-Q  of the Company; |
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| 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; |
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| 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; |
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| 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-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: |
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a) designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

b) designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

c) 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 report based on such evaluation; and

d) disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial 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  the registrant’s board of directors (or persons performing the equivalent  functions): |
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a) all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

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.

Date:May 14, 2007
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|   | By:    | /s/  CYNTHIA  P. KELLOGG |
|   |   | Cynthia P.  Kellogg                |
|   |   | Chief Financial  Officer           |

 

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