Exhibit 31.2

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**CERTIFICATIONS**

 

I, Andrew M. O'Shea, Chief Financial Officer ofAndersen Group, Inc., certify that:

 

- I have     reviewed this report on Form 10-Q of Andersen Group, Inc.;  
- Based on 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;  
- 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;  
- 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 andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared; 

b)     Evaluated the effectiveness of theregistrant's disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by the report based on suchevaluation; and 

c)      Disclosed in this report any change inthe registrant's internal control over financial reporting that occurred duringthe registrant's most recent fiscal quarter (the registrant's fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant's internal control overfinancial reporting.

- 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)       Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize andreport financial information; and  

b)       Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant's internal control over financialreporting.

 

| Date:       January 14, 2003                                                               |
|---------------------------------------------------------------------------------------------------------------------|
|                 /s/  Andrew M. O'Shea    |
|                 Andrew  M. O'Shea        |
|                 Chief  Financial Officer |
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