**EXHIBIT 31.2**

 

I, Peter J.Sonnabend, certify that:

 

1.                                       I have reviewedthe report on Form 10-Q for the quarter ended March 31, 2005 ofSonesta International Hotels Corporation;

 

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(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:

 

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

 

b) Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the  end of the periodcovered by this report based on such evaluation; and

 

c)              Disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.                                       The registrant’sother certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the Audit Committee of registrant’s Board Directors (or personsperforming the equivalent functions):

 

a)     Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control 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 control over financialreporting.

 
| Date:     May 12, 2005 | /S/    | Peter J.  Sonnabend          |   |
|------------------------------------------------------|--------|------------------------------|--------|
|                                                 | Name:  | Peter J.  Sonnabend          |
|                                                 | Title: | Chief  Executive Officer and |
|                                                 |   | Vice  Chairman               |
|                                                      |        |                              |        |  |

 

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