**Exhibit 31.2**

 

**CERTIFICATION**

 

I,Herbert Lindo, certify that:

 

1.                                                               I have reviewed this annual report on Form 10-K/Aof Kenilworth Systems Corporation;

 

2.                                                               Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements are made, not misleading with respectto the period covered by this annual report;

 

3.                                                               Based on my knowledge, the financial statements,and other financial information included in this annual report, fairly presentin all material respects the financial condition, results of operations andcash flows of the registrant as of, and for, the periods presented in thisannual report;

 

4                                                                  The registrant’s other certifying officer(s)and I am responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e)) for theregistrant and have:

 

a)                                      Designed such disclosure controls and proceduresor caused such disclosure controls to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisannual report is being prepared;

 

b)                                     Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

c)                                      Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

5.                                                               The registrant’s other certifying officer(s)and I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof the registrant’s board of directors (or persons performing the equivalentfunctions):

 

a)                                      All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b)                                     Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| Date: July 5,  2005 | By:    | /s/  Herbert Lindo                      |   |
|-------------------------------|--------|-----------------------------------------|--------|
|                          |   | Chairman  and Chief Financial   Officer |

 

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