**Exhibit 31.2**

 

**CERTIFICATIONOF CHIEF FINANCIAL OFFICER PURSUANT TO**

**SECURITIESEXCHANGE ACT RULES 13a-14 AND 15d-14**

**ASADOPTED PURSUANT TO**

**SECTION 302OF 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 such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

(ii)           Evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

(iii)          Disclosed in this report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal 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 significant deficienciesand material weaknesses in the design or operation of internal controls overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

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

 
| Date: August 17,  2004            |
|---------------------------------------------|
|                                        |
| /s/ Carl D. Mautz                           |   |
| Carl D. Mautz                               |
|                                        |
| Vice President and Chief  Financial Officer |

 

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