EXHIBIT 31.2

                                 CERTIFICATIONS

     I,  Nancy  Gontarek,  certify  that:

1.     I  have  reviewed  this  annual  report  on  Form 10-KSB of Spectrum
Sciences  &  Software  Holdings  Corp.;

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-14(c)  and  15d-14(c)) for the registrant and we 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 know to us by others within those entities,
particularly  during  the  period in which this annual report is being prepared;

     b)     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  covered  by  this  report  based  on  our  evaluation;

     c)     Disclosed  in  this  report  any change in the registrant's internal
control  over  financial  reporting  that  occurred during the registrant's most
recent  fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual  report)  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 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  controls 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:  April  14,  2004                              /s/  Nancy  Gontarek
                                                     ---------------------------
                                                     Principal Financial Officer


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