**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 for thefiscal year ended October 31, 2009

 

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 over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theCompany and have:

 

(a)                                  designed suchdisclosure 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)                                 designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purpose in accordance with generallyaccepted accounting principles;

 

(c)                                  evaluated theeffectiveness of the Company’s disclosure controls and procedures and presentedin this annual report on Form 10-K for the fiscal year ended October 31, 2009,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 inthis annual report on Form 10-K, any change in the Company’s internal control overfinancial reporting that occurred during the Company’s most recent fiscalquarter (namely the fourth quarter of fiscal 2009) 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 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 significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Company’s ability to record, process, summarize and report financialinformation; and

 

(b)                                 any fraud,whether or not material, that involves management or other employees who have asignificant role in the Company’s internal control over financial reporting.

 

Dated:    January7, 2010

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

 

----