**Exhibit 31.4**

 

**Braun Consulting, Inc.**

**a Delaware corporation**

 

**CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER**

**Section 302 Certification**

 

I, Thomas A. Schuler, certify that:

 

1.                                       I have reviewed this amendment to the annual report on Form 10-K/Aof Braun Consulting, Inc., a Delaware corporation (the “registrant”);

 

2.                                       Based on my knowledge, this amendment to the annual report does notcontain any untrue statement of a material fact or omit to state a materialfact 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 annual report;

 

3.                                       Based on my knowledge, the financial statements, and other financialinformation included in this amendment to the annual report, fairly present inall material respects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in this annualreport;

 

4.                                       The registrant’s other certifying officer 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 and wehave:

 

a)                                      designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

 

b)                                     evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered bythis report based on such evaluation; and

 

c)                                      disclosed in this report any change in the registrant’s internal controlover financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) that occurred during the registrant’s most recent fiscal quarter(the registrant’s fourth fiscal quarter in the case of an annual report) thathas materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting;

 

5.                                       The registrant’s other certifying officer and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

 

a)                                      all significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

 

b)                                     any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal control overfinancial reporting.

 

 

Date: April 29, 2004

 
| /s/ Thomas A. Schuler                                                                |   |   |
|--------------------------------------------------------------------------------------|--------|--------|
| Thomas A. Schuler                                                                    |   |
| *Senior Vice President and  Chief Financial Officer**(Principal Financial  Officer)* |   |

 

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