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CHIEF FINANCIAL OFFICER                                             EXHIBIT 31.2

     I, Michael Brosnan, certify that:

     1.   I have reviewed this Quarterly Report on Form 10-Q of Fresenius
          Medical Care Holdings, Inc.

     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(s) 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)) and internal
          control over financial reporting (as defined in Exchange Act Rules
          13a-15(f) and 15d-15(f)) 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 Quarterly Report
                   is being prepared;

             b.    Designed such internal control over financial reporting, or
                   caused such internal control over financial reporting to be
                   designed under our supervision, to provide reasonable
                   assurance regarding the reliability of financial reporting
                   and the preparation of financial statements for external
                   purposes in accordance with generally accepted accounting
                   principles;

             c.    Evaluated the effectiveness of the registrant's disclosure
                   controls and procedures and presented in this Quarterly
                   Report our conclusions about the effectiveness of the
                   disclosure controls and procedures as of the end of the
                   period covered by this Quarterly 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 (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 officer(s) 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 14, 2003

                                         /s/ Michael Brosnan
                                         --------------------------------
                                         Michael Brosnan
                                         Chief Financial Officer