**Exhibit 31.2**

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, Edileen Salicrup, ActingChief Financial Officer of ClearComm, L.P., certify that:

 

1.     I have reviewed thisquarterly report of ClearComm, L.P.;

 

2.     Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.     Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the company as of, and for, the periods presentedin this report; and

 

4.     The company’s othercertifying officer(s) and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the registrant and have:

 

(a)         Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

(b)         Evaluated theeffectiveness of the company’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

(c)         Disclosed in thisreport any change in the registrant’s internal control over financial reportingthat 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.

 

5.       The registrant’s othercertifying officer(s) and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the registrant’s auditors andthe audit committee of the registrant’s board of directors (or persons performingthe equivalent functions):

 

(a)         All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

# **(b)         Any fraud, whether or not material,that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.**

 

 
| Date: May  24, 2004 |   |                            |
|---------------------|--------|---------------------------------|
|                |   |                            |
|                |   | /s/ Edileen  Salicrup           |
|                |   | Edileen  Salicrup               |
|                |   | Acting Chief  Financial Officer |

 

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