**CERTIFICATIONS**

| 1.                                       | I                have reviewed this Annual Report on Form 10-K of Conversion Services                International, Inc.;                                                                                                                                                                                                                                                                                                              |
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|  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;                         |
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|  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                issuer as                of, and for, the periods presented in this report;                                                               |
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|  4.                                 | The                issuer’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)) and internal control over financial                reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))                for                the issuer and have: |
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|                                | 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 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; |
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|                                | b)                                                                                                                                                                                                                                                                                                                                                                                                                                          | designed                such internal control over financial reporting, or caused such internal                control over financial reporting to be designed under our supervision,                to                provide reasonable assurance regarding the reliability of financial                reporting and the preparation of financial statements for external                purposes in accordance with generally accepted accounting principles; |
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|                                | c)                                                                                                                                                                                                                                                                                                                                                                                                                                          | evaluated                the effectiveness of the issuer’s disclosure controls and procedures and                presented in this report are 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 |
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|                                | d)                                                                                                                                                                                                                                                                                                                                                                                                                                          | disclosed                in this report any change in the issuer’s internal control over financial                reporting that occurred during the issuer’s fourth quarter that has                materially affected or is reasonably likely to materially affect,                the                issuer’s internal control over financial reporting; |
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|  5.                                 | The                issuer’s other certifying officer and I have disclosed, based on our most                recent evaluation of internal control over financial reporting, to                the                issuer’s auditors and the audit committee of the issuer’s board of                directors (or persons performing the equivalent functions):                                                            |
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|                                     | (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 issuer’s ability to record,                process, summarize and report financial information; and |
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|                                | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                         | Any                fraud, whether or not material, that involves management or other                employees who have a significant role in the issuer’s internal control                over financial reporting. |
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| Date:                March 30, 2007 |                                                                                                                                                                                                                                                                                                                                                                                                                                        | By: |   | /s/                William B. Hendry |
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   | William                B. Hendry |
|                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   | Chief                Financial Officer, Vice President and Treasurer |

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