EXHIBIT 31.2

CERTIFICATION

I, David Horin, certify that:

|1. | I have reviewed this Amended Annual Report on Form 10-K/A of Rodman & Renshaw Capital Group, Inc.;                                                                                                                                                                                                                                     
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|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;                               
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|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
registrant as of, and for, the periods presented in this report;                                                
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|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:
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|   | a)                                                                                                                                                                                                                                                                                                                                     
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|   | b)                                                                                                                                                                                                                                                                                                                                     
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|   | c)                                                                                                                                                                                                                                                                                                                                     
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|   | d)                                                                                                                                                                                                                                                                                                                                     
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|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):                                     
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|   | a)                                                                                                                                                                                                                                                                                                                                     
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|   | b)                                                                                                                                                                                                                                                                                                                                     
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Date: April 14, 2009

/s/ DAVID HORINDavid HorinChief Financial Officer(Principal Financial Officer)


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