Exhibit 31.2


                  CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER
                         PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


      I, Michael J. Chiodo, certify that:

      1. I have  reviewed  this  quarterly  report  on Form  10-Q  of JB  Oxford
Holdings, Inc.;

      2. Based on my  knowledge,  this  quarterly  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
quarterly report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included in this quarterly  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 quarterly 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-14 and 15d-14) for the registrant and we have:

           a) designed such  disclosure  controls and  procedures 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 quarterly report is
      being prepared;

           b)  evaluated  the  effectiveness  of  the  registrant's   disclosure
      controls  and  procedures  as of a date within 90 days prior to the filing
      date of this quarterly report (the "Evaluation Date"); and

           c)  presented  in this  quarterly  report our  conclusions  about the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;

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

           a)  all  significant  deficiencies  in the  design  or  operation  of
      internal controls which could adversely affect the registrant's ability to
      record,  process,  summarize and report financial data and have identified
      for  the  registrant's   auditors  any  material  weaknesses  in  internal
      controls; and

           b) any fraud,  whether or not material,  that involves  management or
      other employees who have a significant role in the  registrant's  internal
      controls; and

      6. The registrant's other certifying officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Dated: May 13, 2004                 By:   /s/  Michael J. Chiodo
                                         ------------------------
                                         Michael J. Chiodo
                                         Chief Financial Officer