**EXHIBIT
      31.2**





**CERTIFICATION
      OF CHIEF FINANCIAL OFFICER**





I,
      Stephen Agress, certify that:





1.
      I have
      reviewed this quarterly report on Form 10-Q of Alliance Distributors Holding
      Inc.;





2.
      Based
      on my knowledge, this 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 report;





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





4.
      The
      other certifying officer and I are responsible for establishing and maintaining
      disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)
      and 15d-15(e)) 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 small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;





(b)
      Evaluated the effectiveness of the Company's disclosure controls and procedures
      and presented in this 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 such evaluation; and





(c)
      Disclosed in this report any change in the Company's internal control over
      financial reporting that occurred during the Company'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
      Company's internal control over financial reporting; and





5.
      The
      Company’s other certifying officer and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the Company's
      auditors and the audit committee of the Company'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 Company'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 Company's internal control over financial
      reporting.




Date:
      May
      15, 2007


/s/
                Stephen AgressStephen
                Agress
              Executive
                Vice President and Chief Financial Officer