**Exhibit 31.2**

**CERTIFICATIONS**

I, Barry L. Edwards, certify that:

1.      I havereviewed the annual report on Form 10-K of *SOURCECORP*, Incorporated (the “registrant”) and amendmentnumber 1 thereto on Form 10-K/A (the annual report, as amended, “report”);

2.      Based onmy knowledge, this report does not contain any untrue statement of a materialfact or 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 report;

3.      Based onmy knowledge, the financial statements, and other financial informationincluded in this 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 report;

4.      Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

a)     designed suchdisclosure controls and procedures, or caused such disclosure controls and proceduresto be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this report is being prepared;

b)    designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;

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

d)     disclosed inthis report any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s fourth fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting;

5.      Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

a)     all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

b)    any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.
| Date:  April 29, 2005 |     | /s/  BARRY L. EDWARDS                                  |
|-----------------------|----------|--------------------------------------------------------|
|                  |     | Barry  L. Edwards                                      |
| * *              | * * | *Executive Vice President and Chief Financial Officer* |

 

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