**Exhibit31.2**

 

**Certification**

 

I, Donald P. Zima, certifythat:

 

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

 

2.     Based on my knowledge, this report does notcontain 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 financial statements,and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrantas of, and for, the periods presented in this report;

 

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

 

(a)   Designedsuch disclosure 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,particularly during the period in which this report is being prepared;

 

(b)   [paragraphomitted in accordancewith SEC transition instructions contained in SEC Release 34-47986];

 

(c)   Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as ofthe end of the period covered by this report based on such evaluation; and

 

(d)   Disclosedin this report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal 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)   Allsignificant deficienciesand 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)   Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financial reporting.

 
| Date:   February 17,  2004 | /s/ Donald  P. Zima                                |   |
|---------------------------------|----------------------------------------------------|--------|
|                            |                                               |
|                            | Donald  P. Zima                                    |
|                            | Chief  Financial Officer, Secretary and  Treasurer |

 

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