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                                                                    EXHIBIT 31.2




                                  CERTIFICATION



I, Frederick K. Minturn, certify that:

          1.   I have reviewed this quarterly report on Form 10-Q of MSX
               International, Inc.;

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

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

          4.   The registrant's other certifying officer and I are responsible
               for establishing and maintaining disclosure controls and
               procedures (as defined in Exchange Act Rules 13a-15(e) and
               15d-15(e)) for the registrant and we have:

               a)   designed such disclosure controls and procedures, or caused
                    such disclosure controls and procedures to be designed under
                    our supervision, to ensure that material information
                    relating to the registrant, including its consolidated
                    subsidiaries, is made known to us by others within those
                    entities, particularly during the period in which this
                    quarterly report is being prepared;

               b)   (reserved)

               c)   evaluated the effectiveness of the registrant's disclosure
                    controls and procedures and presented in this report our
                    conclusions about the effectiveness of the disclosure
                    controls and procedures, as of the end of the period covered
                    by this quarterly report based on such evaluation; and

               d)   disclosed in this quarterly report any change in the
                    registrant's internal control over financial reporting that
                    occurred during the registrant's most recent fiscal quarter
                    (the registrant's fourth fiscal quarter in the case of an
                    annual report) that has materially affected, or is
                    reasonably likely to materially affect, the registrant's
                    internal control over financial reporting; and

          5.   The registrant's other certifying officer and I have disclosed,
               based on our most recent evaluation of internal control over
               financial reporting, to the registrant's auditors and the audit
               committee of the registrant's board of directors (or persons
               performing the equivalent functions):

               a)   all significant deficiencies and material weaknesses in the
                    design or operation of internal control over financial
                    reporting which are reasonably likely to adversely affect
                    the registrant's ability to record, process, summarize and
                    report financial information; and

               b)   any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal control over financial reporting.



Date: August 16, 2005

/S/  FREDERICK K. MINTURN
-------------------------
Frederick K. Minturn
Executive Vice President and
Chief Financial Officer