**Exhibit 31.2**

** **

**CERTIFICATION OFCHIEF FINANCIAL OFFICER PURSUANT TO**

**SECURITIES EXCHANGEACT RULES 13a-14 AND 15d-14**

**AS ADOPTED PURSUANTTO**

**SECTION 302 OF THESARBANES-OXLEY ACT OF 2002**

 

I, Carl D. Mautz, the Chief Financial Officer ofWatson Wyatt & Company Holdings, certify that:

 

1.               I have reviewed this quarterly report on Form 10-Q ofWatson Wyatt & Company Holdings.

 

2.               Based on my knowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary 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 financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report.

 

4.               The registrant’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrantand we have:

 
| (i)    | 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;                          |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| (ii)   | Evaluated the  effectiveness of the registrant’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                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| (iii)  | 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  (the registrant’s fourth fiscal quarter in the case of an annual report) that  has materially affected, or is reasonably likely to materially affect, the  registrant’s internal control over financial reporting. |

 

5.               The registrant’s other certifying officer and I havedisclosed, 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):

 
| (i)    | 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 registrant’s ability to record, process, summarize and report  financial information; and |
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|   |                                                                                                                                                                                                                                                                               |
| (ii)   | Any fraud, whether or  not material, that involves management or other employees who have a  significant role in the registrant’s internal control over financial  reporting.                                                                                                 |

 

Date:       February5, 2004

 
| /s/ Carl D. Mautz                          |   |
|--------------------------------------------|--------|
| Carl D. Mautz                              |
| Vice President and Chief Financial Officer |

 

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