**Exhibit 31.2**

 

**CERTIFICATIONS**

 

I, MICHAEL J. SHEA, certifythat: 

 

1.  I have reviewed thisquarterly report on Form 10-Q of COMPUTER HORIZONS CORP.; 

 

2.  Based on my knowledge,this quarterly report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report; 

 

3.  Based on my knowledge,the financial statements, and other financial information included in thisquarterly report, fairly present in all material respects, the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report; 

 

4.  The registrant’s othercertifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-14 and 15d-14) for the registrant and have: 

 

(a)  designed suchdisclosure controls and procedures or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared; 

 

(b)  designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles; 

 

(c)  evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls procedures, as of the end of the period covered by thisreport based on such evaluation and; 

 

(d) disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; 

 

5.  The registrant’s othercertifying officers and I have disclosed, based on our most recent evaluation,to the registrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions): 

 

(a)  allsignificant deficiencies in the design or operation of internal control 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 managementor other employees who have a significant role in the registrant’s internalcontrol over financial reporting. 

 

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

 

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