**Exhibit31.2**

 

**Certification**

 

I, Donald P. Zima, certifythat:

 

1.               Ihave reviewed this quarterly report on Form 10-Q of 3CI Complete ComplianceCorporation;

 

2.               Basedon my knowledge, this report does not contain any untrue statement of a material fact or omitto state a material fact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.               Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.               Theregistrant’s othercertifying officer(s)and I am responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13(a) 15(e) and 15(d) 15(e)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controlsand procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during the period inwhich this report is being prepared;

 

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

 

(c) Evaluated the effectiveness 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.               Theregistrant’sother certifying officer(s)and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent function):

 

(a) All significant deficiencies and materialweaknesses 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, thatinvolves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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

 

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