**Exhibit31.2**

 

**Certification**

 

I, Donald P. Zima, certify that:

 

1.               I have reviewed this quarterly report onForm 10-Q/A of 3CI Complete Compliance Corporation;

 

2.               Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a material factnecessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrantas of, and for, the periods presented in this report;

 

4.               The registrant’s other certifying officer(s) and I amresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13(a) 15(e) and 15(d) 15(e)) for the registrant and have:

 

(a)  Designed suchdisclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material informationrelating to the registrant,including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

(b)  [Paragraph omitted in accordance with SEC transitioninstructions contained in SEC Release 34-47986];

 

(c)  Evaluated theeffectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as of the end of the periodcovered by this report based on such evaluation; and

 

(d)  Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

 

5.               The registrant’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’sauditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent function):

 

(a)  All significantdeficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely toadversely affectthe registrant’sability to record, process, summarize and report financial information; and

 

(b)  Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’sinternal control overfinancial reporting.

 
| Date:  August 16, 2004 | /s/ Donald P. Zima                                |   |
|----------------------------------|---------------------------------------------------|--------|
|                             |                                              |
|                             | Donald P. Zima                                    |
|                             | Chief Financial Officer, Secretary and  Treasurer |

 

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