**EXHIBIT 31.2**
**CERTIFICATION OF CHIEF FINANCIAL OFFICER**
     I, Douglas S. Kearney, the Chief Financial Officer of Lason, Inc. (the“registrant”) certify that:
 1. I have reviewed this annual report on Form 10-K, as amended, ofthe registrant;  2. Based on my knowledge, this annual report does not contain anyuntrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect tothe period covered by this annual report;  3. Based on my knowledge, the financial statements, and otherfinancial information included in this annual report, fairly presentin all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, theperiods presented in this annual report;  4. The registrant’s other certifying officer and I are responsiblefor establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for theregistrant and we have:
 (a) Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that materialinformation relating to the registrant is made known to us byothers, particularly during the period in which this annualreport is being prepared;  (b) [Intentionally omitted];  (c) Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered bythis report based on such evaluation; and  (d) Disclosed in this report any change in theregistrant’s internal control over financial reporting thatoccurred during registrant’s most recent fiscal quarter(registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likelyto materially affect, registrant’s internal control overfinancial reporting; and
 5. The registrant’s other certifying officer and I have disclosed,based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the auditcommittee of the board of directors (or persons fulfilling theequivalent functions):
 (a) All significant deficiencies and materialweaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to affect theregistrant’s ability to record, process, summarize and reportfinancial information; and  (b) Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role inthe registrant’s internal control over financial reporting.
     The foregoing Certification is subject to and qualified by the disclosurein Part I, Item 1. Business – Fresh Start Reporting and Factors that AffectComparability of Financial Information” and in Note 2 of Notes to theConsolidated Financial Statements, which provide that the consolidatedfinancial statements of the registrant accompanying this annual report on Form10-K, as amended, have been prepared in conformity with generally acceptedaccounting principles for financial information, but not in conformity with theinstructions for Form 10-K, Regulation S-K and Rule 10-01 of Regulation S-X, asthe registrant has not presented financial information for the twelve monthsending December 31, 2002, and 2001. In addition, the financial information forthe twelve months ended December 31, 2002, 2001, 2000, and/or 1999
 

 

have been omitted from those applicable items of the Form 10-K requiringsuch information. Reference is made to the disclosure – Part I, Item 1.Business – Fresh Start Reporting and Factors that Affect Comparability ofFinancial Information and in Note 2 of Notes to the Consolidated FinancialStatements for a more complete discussion and explanation.   April 27, 2004      /s/ Douglas S. Kearney   Douglas S. Kearney Chief Financial Officer
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