EXHIBIT 31.2

CERTIFICATION

I, Stanley P. Wirtheim, certify that:

|1. | I have reviewed this quarterly report on Form 10-Q of SmartPros Ltd.;                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Based on my knowledge, this report does not contain any untrue statement of 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 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)                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | d)                                                                                                                                                                                                                                                                                                                                                                                 
|  
|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)                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                 
|  

|                        |  |                        
|----------------------- |  | -----------------------
|Date: November 11, 2008 |  |                        
|                        |  | /s/ STANLEY P. WIRTHEIM
|                        |  | Stanley P. Wirtheim    
|                        |  | Chief Financial Officer

---