##### 



Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Martin F. Jackson, Senior Vice President and Chief Financial Officer of
Select Medical Corporation, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Select Medical
Corporation;                                                                                                                                                                                                                                             
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly 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 quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly report;                   
|  
|4. |  | 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 we
have:                                                                                                



| | a) |  | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision, to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | c) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and                                                                                                     
|
| | d) |  | disclosed in this report any
change in the registrants internal control over financial
reporting that occurred during the registrants most recent
fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the registrants internal control over
financial reporting; and                                                                          



|5. |  | 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
fulfilling the equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies and
material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrants ability to
record, process, summarize and report financial information; and
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
control over financial reporting.                                                                                               



Date: August 11, 2003

/s/:       Martin F. Jackson
Martin F. Jackson
Senior Vice President and Chief Financial Officer