Exhibit 31.2




|CERTIFICATION
|-------------



|   | I, Michael A. Maltzman, certify that:                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                       
|1. | I have reviewed this quarterly report
      on Form 10-Q for the quarterly period ended June 30, 2004 of Stratus Services
      Group, Inc.;                                                                                                                                                                                                          
|  
|2. | Based on my knowledge, this quarterly
      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 quarterly report;
|  
|3. | Based on my knowledge, the financial
      statements, and other financial information included in this quarterly 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 quarterly report;                   
|  
|4. | The registrant's other certifying
      officer 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 registrant and we have:                                                                                                      
|  
|   | a.                                                                                                                                                                                                                                                                                                                                                    
|  
|   | b.                                                                                                                                                                                                                                                                                                                                                    
|  
|   | c.                                                                                                                                                                                                                                                                                                                                                    
|  
|5. | The registrant's other certifying
      officer 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 function):                                    
|  
|   | a.                                                                                                                                                                                                                                                                                                                                                    
|  
|   | b.                                                                                                                                                                                                                                                                                                                                                    
|  

|Date: |  | August 16, 2004 |  |                                           
|----- |  | --------------- |  | ------------------------------------------
|     
|      |  |                 |  | /s/ Michael A. Maltzman                   
|      |  |                 |  | Michael A. Maltzman                       
|      |  |                 |  | Vice President and Chief Financial Officer

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