Exhibit 31.2


                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Carl Ceragno, certify that:

1.       I have reviewed this annual report on Form 10-KSB of Communications
         Research, Inc.;

2.       Based upon 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 registrant as of, and for, the periods presented in this Report.

4.       The registrant's other certifying officers, and I each are responsible
         for establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
         control over financial reporting (as defined in Exchange Act Rules
         13a-15(f) and 15d-15(f) 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 those entities,
                   particularly during the period in which this Report is being
                   prepared;

          b)       Designed such internal controls over financial reporting, or
                   caused such internal control over financial reporting to be
                   designed under our supervision, to provide reasonable
                   assurance regarding the reliability of financial reporting
                   and the preparation of financial statements for external
                   purposes in accordance with generally accepted accounting
                   principles;

          c)       Evaluated the effectiveness of the registrant's disclosure
                   controls 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

          d)       Disclosed in this Report any change in our internal control
                   over financial reporting that occurred during our most recent
                   fiscal quarter that has materially affected, or is reasonably
                   likely to materially affect our internal control over
                   financial reporting; and

5.       The registrant's other certifying officers 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
         registrant's board of directors (or persons performing the equivalent
         function, if any):

          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 control over financial reporting.



Date: March 30, 2004                         By: /s/ Carl R. Ceragno
                                                 ------------------------------
                                                 Carl R. Ceragno
                                                 Chief Executive Officer and
                                                 Chief Financial Officer