**Exhibit 31.2**

 

I, Harold Brown, certify that:

 

1.                                       I have reviewed this quarterly report onForm 10-Q of New England Realty Associates Limited Partnership for the periodended March 31, 2004;

 

2.                                       Based on my knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit tostate a material 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 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 report;

 

4.                                       The registrant’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:

 

a)              Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

 

b)             Evaluated the effectiveness of the registrant’sdisclosure controls and presented in this report our conclusion about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this quarterly report based on such evaluation; and

 

c)              Disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter that has materially affected, or isreasonable likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.                                       The registrant’s other certifyingofficers and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performing theequivalent function):

 

a)              All significant deficiencies and material weaknessesin the design or operation of internal controls which are reasonable likely toadversely affect the registrant’s ability to record, process, summarize andreport financial; and

 

b)             Any fraud, whether or not material, that involves managementor other employees who have a significant role in the registrant’s internalcontrols over financial reporting.

 
|   | /s/  HAROLD BROWN    |                                |
|--------|--------------------------------|-------------------------------------|
|   | Principal Financial Officer    |
|   | (Treasurer and Director of the |
|   | Date: May 17, 2004             | Partnership’s General Partner, |
|   | NewReal, Inc.)            |
|        |                                |                                     |  |

 

----