**Exhibit 31.2**

** **

**Certification pursuant to**

**Rule 13a-14 of the Securities Exchange Act of1934,**

**as adopted pursuant to**

**Section 302 of the Sarbanes-Oxley Act of 2002**

 

I, Steven E.Dawson, Chief Financial Officer of Radio Unica Corp. (the “Company”), certifythat:

 

1                  I have reviewed this Quarterly Reporton Form 10-Q of the Company;

 

2                  Based on my knowledge, this reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to theperiod covered by this report;

 

3                  Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4                  The registrant’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:

 

(a)                      Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

(b)                     Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

(c)                      Disclosed in 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 material affect, the registrant’s internalcontrol over financial reporting; and

 

5                  The registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors (or persons performing theequivalent functions):

 

(a)                      All significant deficiencies andmaterial weaknesses in the design or operation of internal controls overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

(b)                     Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

 

 

Date:  August 13, 2003

 
|   |                                        | /s/ Steven  E. Dawson |   |
|--------|---------------------------------------------|-----------------------|--------|
|   | Steven E.  Dawson   Chief Financial Officer |

 

 

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