Exhibit 31.2

                                 Certifications

I, Bryan J. Merryman, certify that:

I have reviewed this quarterly report on Form 10-Q of Rocky Mountain Chocolate
Factory, Inc.;

     Based on my knowledge, this quarterly 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 quarterly report;

     Based on my knowledge, the financial statements, and other financial
     information included in this quarterly 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
     quarterly report;

     The registrant's other certifying officers 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) for the registrant 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
              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)     evaluated the effectiveness of the registrant's disclosure
              controls and procedures and have presented in this quarterly
              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

       c)     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 that has materially
              affected, or is reasonably likely to materially affect, the
              registrant's internal control over financial reporting.

     The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

       a)     all significant deficiencies in the design or operation of
              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 controls; and

Date: July 14, 2004                           /s/ Bryan J. Merryman
                                             -----------------------------------
                                                  Bryan J. Merryman, Chief
                                                  Operating Officer, Chief
                                                  Financial Officer, Treasurer
                                                  and Director