|EXHIBIT 31.2                      
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|SECTION 302 CERTIFICATION         
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|I, Edward Lieberman, certify that:
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| | 1. | I have reviewed this Report on Form 10-Q for the period ended March 31, 2005 of Phoenix Color Corp.;                                                                                                                                                                                                      
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| | 2. | Based on my knowledge, this 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 report;
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| | 3. | Based on my knowledge, the financial statements, and other financial information included in this 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 report;                   
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| | 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 have:                                                                               
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| | 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):           
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|Date: May 14, 2005 |                     
|                   | /s/ Edward Lieberman
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