**EXHIBIT31.2**

 

**CERTIFICATIONOF CHIEF FINANCIAL OFFICER**

**PURSUANTTO RULE 13a-14(a) OR RULE 15d-14(a)**

**OF THE SECURITIES EXCHANGE ACT OF 1934**

 

I, Robert T. Trebing, Jr., certify that:

 

1.               I have reviewedthis annual report on Form 10-K of Gardenburger,Inc.;

 

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

 

3.               Based on myknowledge, the financial statements, and other financial information includedin this 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 report.

 

4.               The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the registrant and have:

 

(a)          Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

(b)         [Paragraph omittedpursuant to SEC Release Nos. 33-8238 and 34-47986.]

(c)          Evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

(d)         Disclosed in this reportany change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

5.               The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

 

(a)          All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

(b)         Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

 

Date: February 18, 2005

 

 
| /s/ Robert T. Trebing,  Jr.                        |   |
|----------------------------------------------------|--------|
| Robert T. Trebing,  Jr.                            |
| Senior Vice President and Chief Financial  Officer |
| Gardenburger,  Inc.                                |

 

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