**Exhibit 31.2**

 

# **I, Michael D. Milligan, certifythat:**

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# **1.  I have reviewed this quarterly report on Form 10–Q of NES RentalsHoldings, Inc.;**

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# **2.  Based on my knowledge, this quarterly report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryin order to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the period covered bythis quarterly report;**

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# **3.  Based on my knowledge, the financial statements, and otherfinancial information included in this quarterly report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this quarterlyreport;**

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# **4.  The registrant’s other certifying officer and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a–15(e) and 15d–15(e)) for the registrant and we have:**

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# **a)  designed such disclosure controls andprocedures or caused such disclosure controls and procedures to be designedunder our supervision to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisquarterly report is being prepared;**

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# **b)  evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented within thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and**

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# **c)  disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting;**

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# **5.  The registrant’s other certifying officer and I have disclosed,based on our most recent evaluation of internal controls over financialreporting, to the registrant’s auditors and the audit committee of registrant’sboard of directors (or persons performing the equivalent function):**

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# **a)  all significant deficiencies in the design or operation ofinternal controls over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and reportfinancial information and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and**

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# **b)  any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant’s internalcontrols over financial reporting.**

 
| Date: August 12, 2004                             |
|---------------------------------------------------|
|                                              |
| /s/ MICHAEL D. MILLIGAN                           |   |
|                                              |
| Michael D. Milligan                               |
| Senior Vice President and Chief Financial Officer |

 

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