EXHIBIT 31.2
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                                  CERTIFICATION
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I, Edward L. Cummings, Vice President and Chief Financial Officer, certify that:


     1. I have reviewed  this  quarterly  report on Form 10-QSB of  WindsorTech,
     Inc.;


     2. 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;


     3. 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;


     4. The  registrant's  other  certifying  officers 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 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 report
                  is being prepared;


                  (b) 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;


                  (c)  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 (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; and


     5. The registrant's other certifying  officers 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 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 13, 2004            /s/ Edward L. Cummings
                                 ----------------------
                                 Edward L. Cummings
                                 Vice President and Chief Financial Officer

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