**Exhibit 31.2**

 

 

**WINTHROP RESIDENTIAL ASSOCIATES I, A LIMITED PARTNERSHIP**

**FORM 10-QSB SEPTEMBER 30, 2004**

 

CERTIFICATIONS

 

I, Thomas C.Staples, certify that:

 

1.                                       I have reviewed this quarterly report onForm 10-QSB of Winthrop Residential Associates I, Limited Partnership;

 

2.                                       Based on my knowledge, this quarterlyreport 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 quarterly report;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the Registrant as of, and for, the periodspresented in this quarterly report;

 

4.                                       The Registrant’s other certifying officerand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theRegistrant 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 is made known to us, particularly during the period in which thisquarterly report 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 period covered by this report based on suchevaluation; 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 that has materially affected, or isreasonably likely to materially affect, the Registrant’s internal control overfinancial reporting;

 

 

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5.                                       The Registrant’s other certifying officerand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the Registrant’s auditors and the audit committeeof the Registrant’s board of directors (or persons performing the equivalentfunctions):

 

a)                                      all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Registrant’s abilityto record, process, summarize and report financial information; and

 

b)                                     any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theRegistrant’s internal control over financial reporting.

 

 

 
|   | Date:  | November 10,  2004 |   | /s/ Thomas C.  Staples   |
|--------|--------|--------------------|--------|--------------------------|
|   |   |               |   | Thomas C.  Staples       |
|   |   |               |   | Chief Financial  Officer |

 

 

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