**Exhibit31.2**

 

I, Daniel A. Coccoluto,certify that:

 

1.                                       Ihave reviewed this quarterly report on Form 10-Q of Omtool, Ltd.;

 

2.                                       Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                       Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.                                       The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a)                                      Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

**b)****                                      [Paragraphomitted in accordance with SEC transition instructions contained in SEC Release34-47986.]**

 

c)                                      Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

d)                                     Disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.                                       The registrant’sother certifying officers and I have disclosed, based on our most recentevaluation of internal controls over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors:

 

a)                                      Allsignificant deficiencies and material weaknesses in the design or operation ofinternal controls over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)                                     Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant’s internal controls over financialreporting.

 

 
| Date:  May 14, 2004 |   |
|--------------------------|--------|
|                     |   |
|                     | By:    |  /s/ Daniel A. Coccoluto |   |
|                     |   | Daniel A. Coccoluto |
|                     |   | Acting Chief Financial Officer |

 

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