**Exhibit 31.2**

 

**CERTIFICATION**

 
|   | I,  Michael A. Maltzman, certify that:                                                                                                                                                                                                                                                                                                                                                              |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 1.     | I  have reviewed this quarterly report on Form 10-Q/A for the quarterly period  ended December 31, 2002 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 officers and I are responsible for establishing  and maintaining disclosure controls and procedures (as defined in Exchange  Act Rules 13a-14 and 15d-14) for the registrant and we have:                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                  | designed  such disclosure controls and procedures to ensure that material information  relating to the registrant, including its consolidated subsidiaries, is made  known to us by others within those entities, particularly during the period  in which this quarterly report is being prepared; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                  | evaluated  the effectiveness of the registrant’s disclosure controls and procedures as  of a date within 90 days prior to the filing date of this quarterly report  (the “Evaluation Date”); and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | c.                                                                                                                                                                                                                                                                                                                                                                                                  | presented  in this quarterly report our conclusions about the effectiveness of the  disclosure controls and procedures based on our evaluation as of the  Evaluation Date. |
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| 5.     | The  registrant’s other certifying officers and I have disclosed, based on our  most recent evaluation, to the registrant’s auditors and the audit committee  of registrant’s board of directors (or persons performing the equivalent  function):                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                  | all  significant deficiencies in the design or operation of internal controls  which could adversely affect the registrant’s ability to record, process,  summarize and report financial data and have identified for the registrant’s  auditors any material weaknesses in internal controls; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                  | any  fraud, whether or not material, that involves management or other employees  who have a significant role in the registrant’s internal controls. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| 6.     | The  registrant’s other certifying officers and I have indicated in this quarterly  report whether or not there were significant changes in internal controls or  in other factors that could significantly affect internal controls subsequent  to the date of our most recent evaluation, including any corrective actions  with regard to significant deficiencies and material weaknesses. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| Date:  | October  14, 2003                                                                                                                                                                                                                                                                                                                                                                                   |

 

 
|   | /s/  Michael A. Maltzman                    |   |
|--------|---------------------------------------------|--------|
|   | Michael  A. Maltzman                        |
|   | Vice  President and Chief Financial Officer |

 

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