Exhibit 31.2

                                CERTIFICATION

 I, John C. Stuecheli, Chief Financial Officer and Vice President-Finance,
 certify that:

   1. I have reviewed this quarterly report on Form 10-QSB of American
      HealthChoice, Inc.;

   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-14 and 15d-14) for the registrant
      and we have:

        a. Designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, is made know 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 as of a date within 90 days prior to the
           filing date of this quarterly report for the six months ended
           March 31, 2004 (the "Evaluation Date"); and

        c. Presented in this quarterly report our conclusions about the
           effectiveness of the disclosure controls and procedures based on
           our evaluation as of the Evaluation Date;

   5. The registrants other certifying officer and I have disclosed, based
      on our most recent evaluation, to the registrant's auditors and the
      audit committee of registrant's board of directors:

        a. All significant deficiencies in the design or operation of
           internal controls which could adversely affect the registrant's
           ability to record, process, summarize and report financial data
           and have identified for the registrant's auditors any material
           weaknesses in internal controls; and

        b. Any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and

   6. The registrant's other certifying officer and I have indicated in this
      quarterly report whether or not there were significant changes in
      internal controls or in other factors that could significantly affect
      internal controls subsequent to the date of our most recent evaluation,
      including any corrective actions with regard to significant
      deficiencies and material weaknesses.


 /s/ John C. Stuecheli

 John C. Stuecheli
 Chief Financial Officer and Vice President-Finance

 May 17, 2004