**MEDIALINK
      WORLDWIDE INCORPORATED AND SUBSIDIARIES**




Exhibit
      31.2




CERTIFICATION





I,
      J.
      Graeme McWhirter, certify that:





1.
      I have
      reviewed this quarterly report on Form 10-Q of Medialink Worldwide
      Incorporated;





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 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 quarterly
                report is
                being prepared;


b)
            Evaluated
                the effectiveness of the registrant's disclosure controls and procedures
                and presented in this quarterly report our conclusions about the
                effectiveness of the disclosure controls and procedures, as of the
                end of
                the period covered by this quarterly report based on such evaluation;
                and


c)
            Disclosed
                in this quarterly report any change in the registrant’s internal control
                over financial reporting 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; and





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 control 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 control over financial
      reporting.


Dated: August 15, 2005/s/
                  J. Graeme McWhirterName:
                  J. Graeme McWhirterTitle:
                  Executive Vice President and Chief Financial Officer