**EXHIBIT
      31.2**


**CERTIFICATION**
  I,
        Cesar
        Ribeiro, certify that:
  1.
              I
                  have reviewed this quarterly report on Form 10-Q of Lincoln Educational
                  Services Corporation;
  2.
              Based
                  on my knowledge, this 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
                  report;
  3.
              Based
                  on my knowledge, the financial statements, and other financial
                  information
                  included in this 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
                  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(e) and 15d-15(e)) and internal
                  control over financial reporting (as defined in Exchange Act Rules
                  13a-15(f) and 15d-15(f)) for the registrant and
                  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 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 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 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 materially affect, the
        registrant’s internal control over financial reporting;
  5.
              The
                  registrant’s other certifying officer 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 the registrant’s
                  board of directors (or persons performing the equivalent
                  functions):
  (a) 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
  (b) 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.
  Date:
        May
        10, 2007
 
 /s/
                  Cesar RibeiroCesar
                  RibeiroChief
                  Financial Officer