EXHIBIT 31.2

                                  CERTIFICATION

I, Stanley P. Wirtheim, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB 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 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)) 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 consolidate subsidiaries, is
              made known to us by others within those entities, particularly
              during the period in which this report is being prepared;

       b)     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

       c)     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:  November 7, 2006

                                           /s/ STANLEY P. WIRTHEIM
                                           -----------------------
                                             Stanley P. Wirtheim
                                           Chief Financial Officer