Exhibit 31.2



Certification of Chief Financial Officer pursuant to rule 13a-14 or 15d-14 of the Securities and Exchange Act of 1934, as
amended (Exchange Act)



I, Pasquale A.Ambrogio, certify that:



1. I have reviewed this quarterly report on Form 10-Q for the first quarterly
period ended March 31, 2004 (Quarterly Report) of GIANT GROUP, LTD. (Company or Registrant);



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 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 comprehensive income (loss) and cash flows of the Registrant as of, and for, the periods presented in this Quarterly Report;



4. The Registrants other certifying officer and I am 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 is made
known to us by others within the Company, particularly during the period in which this Quarterly Report is being prepared;



(b) 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



(c) Disclosed in this Quarterly Report any change in the Registrants internal control over financial reporting that occurred during the
Registrants most recent fiscal quarter 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 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:



(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.



Dated: May 14, 2004



|       |  |                                           
|------ |  | ------------------------------------------
|By:    |  | /s/    Pasquale A. Ambrogio               
|       |  |                                           
|Title: |  | Vice President and Chief Financial Officer