Exhibit 31.1

 

**CERTIFICATIONS**

 

I, Oliver R. Grace, Jr., President and Chief ExecutiveOfficer of Andersen 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 designed underour 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 such evaluation;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 fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, the                        registrant's internal control over financial 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)      All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to                          adversely affect the registrant's ability to record, process, summarize andreport 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:   October 15, 2003 |
|---------------------------------------|
| /s/ Oliver R. Grace, Jr.              |
| Oliver R. Grace, Jr.                  |
| President and Chief Executive Officer |

 

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Exhibit 31.2

** **

**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 onsuch evaluation; 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 fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, the                      registrant's internal control over financial 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)      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, that involvesmanagement or other employees who have a significant role in the registrant'sinternal control over                            financial reporting.

  

Date:       October 15, 2003

                /s/  Andrew M. O'Shea 

                Andrew  M. O'Shea

                Chief  Financial Officer