**Exhibit 31.2**

 

**CERTIFICATION OF CHIEF FINANCIAL OFFICERPURSUANT TOSECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14AS ADOPTED PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Carl D. Mautz, the ChiefFinancial Officer of Watson Wyatt & Company Holdings, certify that:

 

1.               I have reviewed this annualreport on Form 10-K of Watson Wyatt & Company Holdings.

 

2.               Based on my knowledge, thisreport 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, thefinancial statements, and other financial information included in this 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 othercertifying officer 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 we have:

 

(i)                                     Designed suchdisclosure controls and procedures, or caused such disclosure controls and proceduresto be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this report is being prepared;

 

(ii)                                  Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(iii)                               Disclosed inthis report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting.

 

5.               The registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and tothe audit committee of the registrant’s board of directors (or personsperforming the equivalent function):

 

(i)                                     All significantdeficiencies and material weaknesses in the design or operation of internalcontrols over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

(ii)                                  Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 
| Date:                    September  23, 2003 |
|---------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                        |
| /s/ Carl D.  Mautz                                                                                                                          |   |
| Carl D.  Mautz                                                                                                                              |
| Vice  President and Chief Financial Officer                                                                                                 |

 

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