**Exhibit 31.2**

 

I, Harold Brown, certify that:

 

1.             I have reviewedthis quarterly report on Form 10-Q of New England Realty Associates LimitedPartnership for the period ended September 30, 2004;

 

2.              Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.            Based on my knowledge, thefinancial statements, and other financial information included in thisquarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.             The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a)     Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

 

b)    Evaluated theeffectiveness of the registrant’s disclosure controls and presented in thisreport our conclusion about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this quarterly report basedon such evaluation; and

 

c)     Disclosed inthis report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter thathas materially affected, or is reasonable likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.            The registrant’s othercertifying officers and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the registrant’s auditors andthe audit committee of registrant’s board of directors (or persons performingthe equivalent function):

 

a)     All significantdeficiencies and material weaknesses in the design or operation of internalcontrols which are reasonable likely to adversely affect the registrant’sability to record, process, summarize and report financial; and

 

b)    Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal controls over financialreporting.

 

 
|   | /s/  HAROLD BROWN |                                                                                                                  |
|--------|-----------------------------|-----------------------------------------------------------------------------------------------------------------------|
|   | Date: November 12, 2004     | Principal Financial Officer  (Treasurer and Director of the  Partnership’s General Partner,  NewReal, Inc.) |
|        |                             |                                                                                                                       |  |

 

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