Exhibit
      31.2


Chief
      Financial Officer Certification








I,
      Anthony A. Rabb, certify that:




1.
      I have
      reviewed this quarterly report on Form 10-Q of Brand Intermediate Holdings,
      Inc;





2.
      Based
      on my knowledge, this quarterly report does not contain any untrue statement
      of
      a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by this quarterly
      report;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this quarterly report, fairly present in all material respects
      the
      financial condition, results of operations and cash flows of the registrant
      as
      of, and for, the periods presented in this quarterly report;





4.
      The
      registrant’s other certifying officer and I are responsible for establishing and
      maintaining disclosure controls and procedures (as defined in Exchange Act
      Rules
      13a-15(e) and 15d-15(e)) for the registrant and we have:




(a)designed
      such disclosure controls and
      procedures, or caused such disclosure controls and procedures to be
      designed under our
        supervision, to ensure that material information relating to the registrant,
        including its consolidated
 subsidiaries, is
        made known to us by others within thos entities, particularly during the
        period
        in which this quarterly
 report is being
        prepared;
 
 (b)evaluated the
        effectiveness of the registrant's disclosure controls and procedures and
        presented in this report our
 conclusions
        about the
        effectivness of the disclosure controls and procedures, as of the end of
        the
        period covered by this
 report
        on such
        evaluation; and
  (c)disclosed in this report
        any change in the registrant’s
        internal control over financial reporting (as defined in Exchange
 Act
        Rules 13a-15(f)
        and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter
        that has materially
 affected,
        or is
        reasonably likely to materially affect, the Registrant’s internal control over
        financial reporting.




5.
      The
      registrant’s other certifying officer and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the
      registrant’s auditors and the audit committee of the registrant’s board of
      directors (or persons performing the equivalent functions):





(a)
            all
                significant deficiencies and material weaknesses in the design or
                operation of internal controls over financial reporting which are
                reasonably likely to adversely affect the registrant’s ability to record,
                process, summarize and report financial information; and





(b)
            any
                fraud, whether or not material, that involves management or other
                employees who have a significant role in the registrant’s internal
                controls over financial reporting;







Date: 
              August 15, 2005
            By:
            /s/ Anthony
              A. RabbAnthony
              A. RabbChief
              Financial Officer, Vice President,
              Finance