**Exhibit 31.2**

 

**CERTIFICATIONS**

 

 

I, MICHAEL J. SHEA, certifythat:

 

1.  I have reviewed this annual report on Form 10-K of COMPUTERHORIZONS CORP;

 

2.  Based on my knowledge, this annual 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 thisannual report;

 

3.  Based on my knowledge, the financial statements, and otherfinancial information included in this annual report, fairly present in allmaterial respects, the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in this annualreport;

 

4.  The registrant’s other certifying officers and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-14 and 15d-14) 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 thisannual report is being prepared;

 

b)  Designed such internal control overfinancial reporting, or caused such internal control over Financial Reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of Financial Reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

 

c)  evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controlsprocedures, as of the end of the period covered by this report based on suchevaluation (the “Evaluation Date”); and

 

d)  Disclosed in this report anychange in the registrant's internal control over financial reporting thatoccurred during the registrant's most recent fiscal quarter (the registrant'sfourth fiscal quarter in the case of an annual report) that has materiallyaffected or is reasonably likely to materially affect, the registrant'sinternal control over financial reporting; and

 

5.  The registrant’s other certifying officers and I have disclosed,based on our most recent evaluation, to the registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performing theequivalent functions):

 

(a) allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

(b) any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal controls.

 
| Date: March  23 , 2004   |
|--------------------------|
|                     |
| /s/ Michael  J. Shea     |   |
| MICHAEL J.  SHEA         |
| Chief  Financial Officer |

 

 

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