**EXHIBIT 31.2**

 

**Certification Pursuant to Rule13a-15(e)/15d-15(e)**

 

I, Ronald S. Simon, the Chief Financial Officer of Whitney InformationNetwork, Inc. (the “Company”), certify that:

 

1.               I have reviewed this annual report on Form10-K of the Company;

 

2.               Based on my knowledge, this quarterly reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report; 

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report; 

 

4.               The registrant’s other certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and have:

 

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;

 

b)             evaluated the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in 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

 

c)              disclosed in this report any change in thesmall business issuer’s internal control over financial reporting that occurredduring the small business issuer’s most recent fiscal quarter (the smallbusiness issuer’s fourth fiscal quarter in the case of an annual report) thathas materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting; and 

 

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

 

a)     allsignificant deficiencies in the design or operation of internal controls overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

b)             any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| Dated:  June 2, 2004 |   |               |                           |
|--------------------------------|--------|--------------------|--------------------------------|
|                           |   |               |                           |
|                           |   |               |                           |
|                           |   | /s/Ronald S. Simon |                           |
|                           |   |               | Name: Ronald S. Simon          |
|                           |   |               | Title: Chief Financial Officer |

 

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