**Exhibit 31.2**

 

I, Harold Brown, certify that:

 

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

 

2.             Based on my knowledge, thisquarterly report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect 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’s othercertifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the registrant and have:

 

a)     Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisquarterly report is being prepared;

 

b)    Evaluated the effectivenessof the registrant’s disclosure controls and presented in this report ourconclusion about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this quarterly report based on suchevaluation; and

 

c)     Disclosed in this report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter that has materiallyaffected, or is reasonable likely to materially affect, the registrant’sinternal 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 significant deficienciesand material weaknesses in the design or operation of internal controls whichare reasonable likely to adversely affect the registrant’s ability to record,process, summarize and report financial; and

 

b)    Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal controls over financial reporting.

 

 
|                       | /s/  HAROLD BROWN                                                                                           |   |
|----------------------------|-----------------------------------------------------------------------------------------------------------------------|--------|
| Date: August 13, 2004 | Principal Financial Officer  (Treasurer and Director of the  Partnership’s General Partner,  NewReal, Inc.) |

 

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