**Exhibit 31.2**

 

CERTIFICATION

I, Gerald M. Sherer,certify that:

 

1.               I have reviewed this quarterly report on Form 10-Qof Refco Group Ltd., LLC and Refco Finance Inc.;

 

2.               Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.               Based on my knowledge, the financial statements,and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report;

 

4.               The registrants’ other certifying officerand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))for the registrants and have:

 

a)                                      Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrants,including their consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

b)                                     Evaluated the effectiveness of the registrants’disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures as of the endof the period covered by this report based on such evaluation; and

 

c)                                      Disclosed in this report any change inthe registrants’ internal control over financial reporting that occurred duringthe registrants’ most recent fiscal quarter (the registrants’ fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrants’ internal control overfinancial reporting; and

 

5.               The registrants’ other certifying officerand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrants’ auditors and the audit committeeof the registrants’ board of directors (or persons performing the equivalentfunctions):

 

(a)                                  All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrants’ability to record, process, summarize and report financial information; and

 

(b)                                 Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the registrants’internal control over financial reporting.

 

| Date: July 15, 2005 |                    |   |
|--------------------------|-------------------------|--------|
|                     |                    |   |
| /s/ Gerald M. Sherer     |                    |
| Name:                    | Gerald M. Sherer        |
| Title:                   | Chief Financial Officer |
|                          |                         |        |  |

 

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