Exhibit
      31.2




SECTION
      302 CERTIFICATION PURSUANT TO SARBANES-OXLEY ACT OF 2002




I,
      William Hendry, Chief Financial Officer of Conversion Services International,
      Inc. hereby certify that:




1.
      I have
      reviewed this Annual Report on Form 10-K of Conversion Services International,
      Inc.;




2.
      Based
      on my knowledge, this Annual 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 Annual
      Report;




3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this Annual 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 Annual 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 and 15d-15(e)) for the Registrant and we 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 Registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this Annual Report is being prepared;




(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;




(c)
      evaluated the effectiveness of the Registrant's disclosure controls and
      procedures and presented in this Annual 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




(d)
      disclosed in this Annual Report any change in the Registrant's internal control
      over financial reporting that occurred during the Registrant's most recent
      quarter that has materially affected, or is reasonably likely to materially
      affect, the Registrant's internal control over financial reporting;
      and




5.
      The
      Registrant's other certifying officer and I have disclosed, based on our most
      recent evaluation, to the Registrant's auditors and to the audit committee
      of
      Registrant's board of directors (or persons performing the equivalent
      function):




(a)
      all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal controls over financial reporting which are reasonably likely to
      adversely affect the Registrant'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 Registrant's internal controls.





Dated:
      March 31, 2008




/s/
                William HendryWilliam
                HendryChief
                Financial Officer