Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION
302(a)
OF THE SARBANES-OXLEY ACT OF 2002

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|I,
        Sandra Kahn, certify that:
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|1.                                    | I
        have reviewed this annual report on Form 10-K of Empire Resources, Inc.;                                                                                                                                                                                                                                                                              
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|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;
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|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;                           
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|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 have:                                                                                                                  
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|                                      |                                                                                                                                                                                                                                                                                                                                                                  | i.   | 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;
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|                                      |                                                                                                                                                                                                                                                                                                                                                                  | ii.  | evaluated
        the effectiveness of the registrants disclosure controls and procedures
        and presented in this 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                                                                                                          
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|                                      |                                                                                                                                                                                                                                                                                                                                                                  | iii. | disclosed
        in this report any change in the registrants internal control over
        financial reporting that occurred during the registrants most recent
        fiscal quarter (the registrants fourth fiscal quarter in the case
        of an annual report) that has materially affected, or is reasonably likely
        to affect, the registrants internal control over financial reporting;
        and 
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|5.                                    | The
        registrants other certifying officers 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):                                     
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|                                      |                                                                                                                                                                                                                                                                                                                                                                  | i.   | 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 registrants ability to record, process, summarize and
        report financial information; and                                                                                                                    
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|                                      |                                                                                                                                                                                                                                                                                                                                                                  | ii.  | any fraud
        whether or not material, that involves management or other employees who
        have a significant role in the registrants internal control over
        financial reporting.                                                                                                                                                                                                                            

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|-------------------- | ---------------------- | ----------------------- | 
|Date: March 30, 2006 |                       
|                    
|                     | By:  /s/
  Sandra Kahn
|                     |                        |                        
|                     |                        | Sandra Kahn            
|                     |                        | Chief Financial Officer

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