EXHIBIT 31.2

               CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

     In  connection  with  the  Quarterly  Report  of  New  York  Regional  Rail
Corporation  (the "Company") on Form 10-QSB for the quarter ended June 30, 2003,
as filed with the Securities and Exchange Commission on the date hereof, I, Joel
Marcus,  the Chief Financial Officer of the Company,  certify,  pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, that:

         1. I have reviewed the Quarterly Report on Form 10-QSB of the Company
for the quarter ended June 30, 2003;

         2. Based on my knowledge, this 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 report;

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

         4. The small business issuer'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 small
business issuer and 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 small business
issuer, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is
being prepared;

                  (b) evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

                  (c) disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and

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

                  (a) all significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer'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 small business
issuer's internal control over financial reporting.

Date: August 21, 2003
                                      By: /s/ Joel Marcus
                                          --------------------
                                        Name: Joel Marcus
                                       Title: Chief Financial Officer