**EXHIBIT 31.2**

** **

**CERTIFICATION OF**

**CHIEF FINANCIAL OFFICER**

 

I,John R. Nieser, certify that:

 
| 1.     | I have reviewed this annual report on Form 10-K  of Cornell Companies, Inc.(the “registrant”);                                                                                                                                                                                                                                                    |
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| 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;                                                        |
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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  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  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;                          |
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|   | b.     | designed such internal control over financial  reporting, or caused such internal control over financial reporting to be  designed under our supervision, to provide reasonable assurance regarding the  reliability of financial reporting and the preparation of financial  statements for external purposes in accordance with generally accepted  accounting principles;                                 |
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|   | c.     | 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                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | d.     | disclosed in this report any change in the  registrant’s internal control over financial reporting 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. |
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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 functions):

 

a.           all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b.          any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 
| Date: March 14, 2008 | /s/ John R. Nieser                      |
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|                      | John R. Nieser, Chief Financial Officer |

 

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