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|                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    | **Exhibit
      31.2**                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|**Certifications**                                                                                                
|                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|I, Ronald
      P. McFadden, Senior Vice President and Chief Financial Officer of Zones,
      Inc., certify that:
|                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.                                                                                                                 | I have
      reviewed this annual report on Form 10-K of Zones, Inc.;                                                                                                                                                                                                                                                             
|                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.                                                                                                                 | Based
      on my knowledge, this report does not contain any untrue statement of a
      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 registrant as of,
      and for, the periods presented in this report;                   
|                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.                                                                                                                 | The registrants
      other certifying officer 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 registrant and we 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 registrant, including its consolidated 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 registrant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 registrants internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) that
      occurred during the registrants most recent fiscal quarter (the registrants
      fourth fiscal quarter in the case of an annual report) that has materially
      affected, or is reasonably likely to materially affect, the registrants
      internal control over financial reporting.
|                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.                                                                                                                 | The registrants
      other certifying officer 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 registrant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
      registrant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 registrants internal control over financial reporting.                                                                                                                                                                                                                                                                                           
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|Date:
      February 25, 2004 |  | /S/RONALD P. MCFADDENRonald
      P. McFadden, Senior Vice President and ChiefFinancial
      Officer
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