##### 



Exhibit 12.2
Officers Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

I, Gary Clifford, Chief Financial Officer of Counsel Corporation, certify that:



|1. |  | I have reviewed this annual report on Form 20-F of Counsel
Corporation;                                                                                                                                                                                                                                   
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this report does not contain any untrue
statements of a material fact or omit to state a material fact necessary
to make the statement 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 Companys other certifying officers and I are responsible for
establishing and maintaining disclosure controls procedures (as defined
in the Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company 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 Company, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b) |  | evaluated the effectiveness of the Company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                                                                                                  
|  
|c) |  | disclosed in this report any changes in the companys
internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected,
or is reasonably likely to materially affect, the companys
internal control over financial reporting; and                                                                             



|5. |  | The Companys other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the Companys auditors and the audit committee of the
Company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
companys ability to record, process, summarize and report
financial information; and
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b) |  | any fraud, whether or not material, that involves
management of other employees who have a significant role in the
Companys internal control over financial reporting.                                                                                               

Date:
    
    June 17, 2004
    
    

/s/
Gary CliffordGary CliffordChief Financial Officer


12.2