##### 



Exhibit 31.2


CERTIFICATION PURSUANT TO


SECTION 302 OF


THE SARBANES-OXLEY ACT OF 2002














| |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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 quarterly
    report is being prepared;
|
| | (b) designed such internal control over financial
    reporting, or caused such internal control over financial
    reporting to be designed under our supervision, to provide
    reasonable assurance regarding the reliability of financial
    reporting and the preparation of financial statements for
    external purposes in accordance with generally accepted
    accounting principles;                 
|
| | (c) evaluated the effectiveness of the registrants
    disclosure controls and procedures and presented in this
    quarterly report our conclusions about the effectiveness of the
    disclosure controls and procedures based on our evaluation as of
    the end of the period covered by this quarterly report; and                                                                                           
|
| | (d) disclosed in this quarterly report any change in the
    registrants internal control over financial reporting that
    occurred during the registrants most recent quarter that
    has materially affected, or is reasonably likely to materially
    affect, the registrants internal control over financial
    reporting.                                                                               





| |                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all significant deficiencies and material weaknesses in
    the design or operation of internal controls over financial
    reporting which are reasonably likely to adversely affect the
    registrants ability to record, process, summarize and
    report financial data; 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.                                                                                                                         



| |                                                       
| | ------------------------------------------------------
| | /s/ Michael J. Cunningham                             
| |                                                       
| | Michael J. Cunningham                                 
| | Executive Vice President  Chief Financial
    Officer
| | (Principal Financial Officer)                         



26