**Exhibit 31.2**

 

 

**CERTIFICATIONS**

 

 

I, MICHAEL J. SHEA, certify that:

 

1.  I have reviewed this annual report on Form 10-K/Aof COMPUTER HORIZONS CORP;

 

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 were made, not misleading withrespect to 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 officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and have:

 

a)  designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this annual report isbeing prepared;

 

b)  Designed such internal control over financialreporting, or caused such internal control over Financial Reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of Financial Reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c)  evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls procedures, as of the end ofthe period covered by this report based on such evaluation (the “EvaluationDate”); and

 

d)  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 officersand I have disclosed, based on our most recent evaluation, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

 

(a) all significant deficiencies in the design or operationof internal controls which could adversely affect the registrant’s ability torecord, process, summarize and report financial data and have identified forthe registrant’s auditors any material weaknesses in internal controls; and

 

(b) any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal controls.

 
| Date: November 9, 2004  |
|-------------------------|
|                    |
| /s/ Michael J. Shea     |   |
| MICHAEL J. SHEA         |
| Chief Financial Officer |

 

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