**Exhibit 31.2**

 

I, Harold Brown, certifythat:

 

1.             I have reviewedthis quarterly report on Form 10-Q of New England Realty AssociatesLimited Partnership for the period ended September 30, 2005;

 

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 myknowledge, the financial statements, and other financial information includedin this quarterly 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 Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f)) 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)    Designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

 

c)     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

 

d)    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’sother certifying officers and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent function):

 

a)     All significantdeficiencies and material weaknesses in the design or operation of internalcontrols which are reasonably 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         |   |
|-------------------------------|--------------------------------------|--------|
|                          | Principal Financial  Officer         |
| Date:  November 14, 2005 | (Treasurer and Director of  the      |
|                          | Partnership’s General  Partner, |
|                          | NewReal, Inc.)                  |

 

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