**Exhibit 31.2**

 

**CHIEF EXECUTIVE OFFICER CERTIFICATION**

 

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

 

Ihave reviewed this annual report on Form 10-K of the Company for thefiscal year ended October 31, 2005

 

Basedon my knowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

 

Basedon my knowledge, the financial statements, and other financial informationincluded in this annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the Company as of,and for, the periods presented in this annual report;

 

TheCompany’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-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 bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purpose in accordance with generally accepted accountingprinciples;

 

(c)                                  evaluated the effectiveness of the Company’sdisclosure controls and procedures and presented in this annual report on Form 10-Kfor the fiscal year ended October 31, 2005, our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this annual report based on such 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 2005) that has materially affected, or is reasonably likelyto materially affect, the Company’s internal control over financial reporting;and 

 

TheCompany’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the Company’sauditors 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 12,2006

 

 
|   | /S/  Sam Singer                        |   |
|--------|----------------------------------------|--------|
|   | Sam  Singer                            |
|   | Chief  Financial Officer               |
|   | Bio-Reference  Laboratories, Inc. |

 

1

----