CHEFS INTERNATIONAL, INC. AND SUBSIDIARIES

EXHIBIT 31.2
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                             PRINCIPAL FINANCIAL AND

                          PRINCIPAL ACCOUNTING OFFICER

                                  CERTIFICATION

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         I, MARTIN W. FLETCHER, PRINCIPAL FINANCIAL AND PRINCIPAL ACCOUNTING
OFFICER OF CHEFS INTERNATIONAL, INC. (THE "COMPANY") DO HEREBY CERTIFY THAT:

         (1)      I have reviewed this annual report on Form 10-KSB of the
Company for the fiscal year ended January 30, 2005;

         (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
in order 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
Company as, of, and for, the periods presented in this report;

         (4)      The Company'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 Company and we 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 Company,
                           including its consolidated subsidiaries, is made
                           known to us by others within those entities,
                           particularly during the period in which this report
                           was 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;

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                  (c)      Evaluated the effectiveness of the Company'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 Company's
                           internal control over financial reporting that
                           occurred during the Company's most recent fiscal
                           quarter (ended January 30, 2005) that has materially
                           affected, or is reasonably likely to materially
                           affect, the Company's internal control over financial
                           reporting; and

         (5)      The Company's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the Company's auditors and the Company's board of directors:

                  (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 Company'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 Company's internal control over financial
                           reporting.


Dated: April 29, 2005


                                                 s/ Martin W. Fletcher
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                                                 MARTIN W. FLETCHER
                                                 Principal Financial and
                                                 Principal Accounting Officer
                                                 Chefs International, Inc.

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