**Exhibit 31.2**

 

**Certification**

 

I, Matthew D. Peiffer, certify that:

 

1.       I have reviewed this quarterlyreport on Form 10-Q of 3CI Complete Compliance Corporation;

 

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 registrant as of, and for, the periodspresented in this report;

 

4.       The registrant’s othercertifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a 15(e) and 15d 15(e)) for the registrant andhave:

 

(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, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

(b)     [paragraph omittedin accordance with SEC transition instructions contained in SEC Release 34-47986];

 

(c)     Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

(d)     Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

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 personsperforming the equivalent function):

 

(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’sability to 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: August 15, 2005 | /s/ Matthew D. Peiffer                           |   |
|----------------------------|--------------------------------------------------|--------|
|                       | Matthew D. Peiffer                               |
|                       | Chief Financial Officer, Secretary and Treasurer |

 

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