**Exhibit31.2**

 

**CHIEFFINANCIAL OFFICER CERTIFICATION**

 

 

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

 

(1)                                  Ihave reviewed this annual report on Form 10-K of the Company for the fiscalyear ended October 31, 2003;

 

(2)                                  Basedon my knowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary in order to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

 

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

 

(4)                                  TheCompany’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-14 and 15d-14) for the Company and we have:

 

(a)                                  designedsuch disclosure controls and procedures to ensure that material informationrelating to the Company, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis quarterly report was being prepared;

 

(b)                                 evaluatedthe effectiveness of the Company’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this quarterly report (the“Evaluation Date”); and

 

(c)                                  presentedin this quarterly report our conclusions about the effectiveness of thedisclosure controls and procedures based on our evaluation as of the EvaluationDate;

 

(5)                                  TheCompany’s other certifying officer and I have disclosed, based on our mostrecent evaluation, to the Company’s auditors and the audit committee of theCompany’s board of directors:

 

(a)                                  allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the Company’s ability to record, process, summarize andreport financial data and have identified for the Company’s auditors anymaterial weaknesses in internal controls; and

 

(b)                                 anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Company’s internal controls; and

 

(6)                                  TheCompany’s other certifying officer and I have indicated in this quarterlyreport whether or not there were significant changes in internal controls or inother factors that could significantly affect internal controls subsequent tothe date of our most recent evaluation, including any corrective actions withregard to significant deficiencies and material weaknesses.

 
| Dated:  January 28, 2004 |                             |
|-----------------------------------------|----------------------------------|
|                                    |                             |
|                                    | /S/ Sam Singer                   |   |
|                                    | Sam Singer                       |
|                                    | Chief Financial Officer          |
|                                    | Bio-Reference Laboratories, Inc. |

 

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