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                                  EXHIBIT 31.2

 CERTIFICATION PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

         I, Scott Allen, certify that:

         1.       I have reviewed this report on Form 10-KSB/A-2 of Capital
Growth Systems, 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 small business issuer's other certifying officer(s) and I
are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
small business issuer 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 small business
issuer'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 small
business issuer's internal control over financial reporting that occurred during
the small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that has
materially affected or is reasonably likely to materially affect, the small
business issuer's internal control over financial reporting; and

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

Dated: April 14, 2004

                                          By: /s/ Scott Allen
                                              ------------------------------
                                              Name: Scott Allen
                                              Title: Chief Financial Officer