**EXHIBIT31.2**

 

CERTIFICATION PURSUANT TORULES 13a-14(a)/15d-14(a)UNDER THE SECURITIES EXCHANGEACT OF 1934, AS AMENDED

 

I,Mike Heather, certify that:

 

1.                              I have reviewed the report on Form 10-Q forthe quarter ended March 31, 2005, of Prospect Medical Holdings, Inc.;

 

2.                              Based on my knowledge, the report does notcontain 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 the report;

 

3.                              Based on my knowledge, the financialstatements, and other financial information included in the 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 thereport;

 

4.                              The registrant’s other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Rule 13a-15(e) and 15d-15(e) of the SecuritiesExchange Act of 1934, as amended for the registrant and have:

 

(a)                         Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period for which this report is being prepared;

 

(b)                        Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in the report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby the report based on such evaluation; and

 

(c)                         Disclosed in the report any change in the registrant’s internal controlover financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

 

5.                              The registrant’s other certifying officer andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and to the audit committee ofthe registrant’s board of directors (or persons performing the equivalentfunctions):

 

(a)                         All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process,summarize and report information; and

 

(b)                        Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal control overfinancial reporting.

 
| May  16, 2005 | /s/ MIKE HEATHER             |
|---------------|------------------------------|
| ** **    | **Mike Heather**             |
|          | **Chief  Financial Officer** |

 

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