EXHIBIT 31.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Raymond J. Smith certify that:

     1.     I  have reviewed this annual report on Form 10-KSB/A of Charys
Holding Company, 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 small business
issuer as of, and for, the periods presented in this report;

     4.     The small business issuer'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 small business issuer 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 small
     business issuer, 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)     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 small business issuer'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

          (d)     Disclosed in this report any change in the small business
     issuer's internal control over financial reporting that occurred during the
     small business issuer's most recent fiscal quarter (the small business
     issuer's fourth fiscal quarter in the case of an annual report) that has
     materially affected, or is reasonably likely to materially affect, the
     small business issuer's internal control over financial reporting; and

     5.     The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer'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 small business issuer'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 small business
     issuer's internal control over financial reporting.

     Date: September 6, 2005.


                                      /s/ Raymond J. Smith
                                      ------------------------------------------
                                      Raymond J. Smith, Chief Financial Officer


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