EXHIBIT 31.2


CERTIFICATION PURSUANT TO RULE 13a-15(e) OR 15d-15(e) OF THE SECURITIES EXCHANGE
ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002

I, Joel Marcus, certify that:

1.   I have reviewed this annual report on Form 10-qSB of New York Regional Rail
     Corporation;

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 year 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 years presented in this
     report;

4.   The small business issuer's other certifying officer(s) 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 year 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 conclusion about
     the effectiveness of the disclosure controls and procedures, as of the end
     of the year 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 fourth fiscal quarter that has materially affected, or is
     reasonably likely to materially affect, the small business issuer's
     internal control over financial reporting; and;


5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the small business issuer's auditors and the audit committee of 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 23, 2004

/s/Joel Marcus
   ---------------
   Joel Marcus
   Chief Financial Officer