**Exhibit31.2**

 

**CHIEFEXECUTIVE OFFICER CERTIFICATION**

 

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

 

I have reviewed this annual report on Form 10-Kof the Company for the fiscal year ended October 31, 2004

 

Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the Company as of, and for, the periods presentedin this annual report;

 

The Company’s other certifying officer and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the Company and have:

 

(a)                                  designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this annual report was being prepared;

 

(b)                                 designedsuch internal control over financial reporting, or caused such internal controlover 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)                                  evaluatedthe effectiveness of the Company’s disclosure controls and procedures andpresented in this annual report on Form 10-K for the fiscal year ended October 31,2004, 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)                                 disclosedin this annual report on Form 10-K, any change in the Company’s internalcontrol over financial reporting that occurred during the Company’s most recentfiscal quarter (namely the fourth quarter of fiscal 2004) that has materiallyaffected, or is reasonably likely to materially affect, the Company’s internalcontrol over financial reporting; and

 

The Company’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Company’s auditors and the audit committee of theCompany’s board of directors:

 

----

 

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

 

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

 

Dated:             January 12, 2005

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

 

----