**Exhibit 31.2**

** **

**CHIEF FINANCIAL OFFICER CERTIFICATION**

 

I, Sam Singer, Chief Financial Officer of Bio-Reference Laboratories, Inc.(the “Company”) do hereby certify that:

 

I have reviewed this annual report on Form 10-K of the Company forthe fiscal year ended October 31, 2008

 

Based on my knowledge, this annual report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this annualreport;

 

Based on my knowledge, the financial statements, and other financialinformation included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theCompany as of, and for, the periods presented in this annual report;

 

The Company’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the Company and 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 theCompany, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this annualreport was being prepared;

 

(b)                                 designed such internal control over financialreporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purpose in accordance withgenerally accepted accounting principles;

 

(c)                                  evaluated the effectiveness of the Company’sdisclosure controls and procedures and presented in this annual report on Form 10-K for the fiscal year ended October 31,2008, our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this annual report based onsuch evaluation; and

 

(d)                                 disclosed in this annual report on Form 10-K,any change in the Company’s internal control over financial reporting thatoccurred during the Company’s most recent fiscal quarter (namely the fourthquarter of fiscal 2008) that has materially affected, or is reasonably likelyto materially affect, the Company’s internal control over financial reporting;and

 

The Company’s other certifying officer and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to theCompany’s auditors and the audit committee of the Company’s board of directors:

 

(a)                                  all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Company’s abilityto record, process, summarize and report financial information; and

 

(b)                                 any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theCompany’s internal control over financial reporting.

 
| Dated: | January 7, 2009 |                                  |   |
|--------|----------------------|---------------------------------------|--------|
|   |                 |                                  |
|   |                 | /S/ Sam Singer                        |
|   |                 | Sam Singer                            |
|   |                 | Chief Financial Officer               |
|   |                 | Bio-Reference Laboratories, Inc. |

** **

----