**Exhibit31.2**

 

**ALLIANCEGAMING CORPORATION**

**FORM10-Q**

 

**December 31,2003**

 

CERTIFICATION

 

I, RobertL. Saxton, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of AllianceGaming Corporation;

 

2. Based on my knowledge, this quarterly report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisquarterly report;

 

3. Based on my knowledge, the financial statements, and other financialinformation included in this quarterly report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this quarterly report;

 

4.  The registrant’s othercertifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) 4 and 15d-15(e) 4 for the registrant and we have:

 

a)                                      designed suchdisclosure 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)                                     evaluated theeffectiveness of the registrant’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered in this reportbased on such evaluation; and

 

c)                                      disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

5.  The registrant’s othercertifying officers and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the registrant’s auditors andthe audit committee of registrant’s board of directors:

 

a)                                      all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b)                                     any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

 
| Date: February 10, 2004 |                                                                  |                       |
|------------------------------|-----------------------------------------------------------------------|----------------------------|
|                         |                                                                  |                       |
|                         |                                                                  |                       |
|                         |                                                                  |  /s/ Robert L. Saxton |   |   |
|                         | Robert L. Saxton                                                      |                       |
|                         | Executive  Vice President,  Treasurer and                             |                       |
|                         | Chief Financial Officer  (Principal Financial and Accounting Officer) |                       |
|                              |                                                                       |                            |  |  |

 

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