**Exhibit 31.2**

 

**CERTIFICATIONPURSUANT TO RULE 13a-14(a)/15d-14(a)**

 

I,Omar A. Choucair, certify that:

 

1.                    I have reviewed this annual report on Form10-K/A of Digital Generation Systems, Inc. (the “Registrant”);

 

2.                    Based on my knowledge, this report does notcontain 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 financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Registrant as of, and for, the periods presented in thisreport;

 

4.                    The Registrant’s other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the Registrant and have:

 

(a) Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the Registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

(b) Designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

 

(c) Evaluated theeffectiveness of the Registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(d) Disclosed in this reportany change in the Registrant’s internal control over financial reporting thatoccurred during the Registrant’s most recent fiscal quarter (the Registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the Registrant’sinternal control over financial reporting; and

 

5.                    The Registrant’s other certifying officer andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Registrant’s auditors and the audit committee ofthe Registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Registrant’s ability to record, process, summarize and reportfinancial information; and

 

(b) Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the Registrant’s internal control over financial reporting.

 

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Date:January 20, 2006

 
|   | /s/  Omar A. Choucair    |
|--------|--------------------------|
|   | Omar  A. Choucair        |
|   | Chief  Financial Officer |

 

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