**Exhibit 31.2**

 

# **Certification Pursuant to Rule 13a-14 of TheSecurities Exchange Act of 1934as Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002**

# ** **

I, Vincent A.Chippari, Executive Vice President and Chief Financial Officer of InformationHoldings Inc. (the “Registrant”), certify that:

 

1.                                       Ihave reviewed this quarterly report on Form 10-Q for the period endedMarch 31, 2004 of the Registrant;

 

2.                                       Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Registrant as of, and for, the periods presented in thisreport;

 

4.                                       TheRegistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

 

a)                                      designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theRegistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)                                     evaluatedthe effectiveness of the Registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

c)                                      disclosedin this report any change in the Registrant’s internal control over financialreporting that occurred during the Registrant’s most recent fiscal quarter (theRegistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theRegistrant’s internal control over financial reporting; and

 

5.                                       The Registrant’s other certifyingofficers and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the Registrant’s auditors and the auditcommittee of the Registrant’s board of directors (or persons performing theequivalent functions):

 

a)                                      allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the Registrant’s ability to record, process, summarize andreport financial information; and

 

b)                                     anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Registrant’s internal control over financialreporting.

 

 
| Date: May  10, 2004 | /s/ Vincent  A. Chippari                              |   |
|---------------------|-------------------------------------------------------|--------|
|                | Vincent A.  Chippari                                  |
|                | Executive  Vice President and Chief Financial Officer |

 

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