**Exhibit 31.2**

 

**Certification Pursuant to Rule 13a-14(a) andRule 15d-14(a)**

**of the Securities Exchange Act of193402**

 

I, Marian P. Hamlett, Chief Financial Officer of theregistrant, certify that:

 

1)              I have reviewed thisAnnual Report on Form 10-K of Kaiser Group Holdings, Inc.;

 

2)              Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3)              Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4)              The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and we have:

 

a)                                      Designedsuch disclosure controls and procedures, or caused such disclosure to bedesigned under our supervision to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)                                     Paragraphomitted pursuant to SEC Release Nos. 33-8238 and 34-47968;

 

c)                                      Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures as of the end of the period covered by thisreport based on such evaluation; and

 

d)                                     Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect theregistrant’s internal control over financial reporting; and

 

5)              The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent function):

 

a)                                      Allsignificant deficiencies and material weaknesses in the design or operation ofinternal controls over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)                                     Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls over financialreporting.

 

 
| March 29, 2005 |   /s/ Marian P. Hamlett |   |
|---------------------|-----------------------------------|--------|
|                | Marian P. Hamlett,                |
|                | Executive Vice President and      |
|                | Chief Financial Officer           |

 

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