Exhibit
      31.2





**CERTIFICATION
      OF CHIEF FINANCIAL OFFICER**


**PURSUANT
      TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**





I,
      Herbert L. Becker, Chief Financial Officer of Barclay Road, Inc.certify
      that:





1.
      I have
      reviewed this annual report on Form 10-K of Barclay Road, Inc.;





2.
      Based
      on my knowledge, this annual report does not contain any untrue statement of
      a
      material fact or omit
      to
      state a material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with respect
      to the period covered by this annual report;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this annual report,
      fairly present in all material respects the financial condition, results of
      operations and cash flows of the registrant as of, and for, the periods
      presented in this annual report;





4.
      The
      registrant's other certifying officers and I are responsible 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)
      designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to
      be
      designed under our supervision, to ensure that material information relating
      to
      the registrant, including
      its consolidated subsidiaries, is made known to us by others within those
      entities, particularly during
      the period in which this annual report is being prepared;





b)
      [intentionally omitted pursuant to SEC Release No. 34-47986];





c)
      evaluated the effectiveness of the registrant's disclosure controls and
      procedures and presented in this
      annual report our conclusions about the effectiveness of the disclosure controls
      and procedures, as of
      the
      end of the period cover by this annual report, based on such evaluation;
      and





d)
      disclosed in this annual report any change in the registrant’s internal control
      over financial reporting that
      occurred during the registrant’s most recent fiscal quarter that has materially
      affected, or is reasonably
      likely to materially affect, the registrant’s internal control over financial
      reporting; and





5.
      The
      registrant's other certifying officers and I have disclosed, based on our most
      recent evaluation of internal
      control over financial reporting, to the registrant's auditors and the audit
      committee of the registrant's board
      of
      directors (or persons performing the equivalent functions):





a)
      all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over
      financial reporting which are reasonably likely 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 other employees
      who
      have a significant
      role in the registrant's internal control over financial reporting.





Date:
      March 29, 2007


/s/
      HERBERT L. BECKER


Herbert
      L. Becker


*Vice
      President, Treasurer and Secretary*


(Chief
      Financial Officer)