**EXHIBIT 31.2**

 

**ChiefFinancial Officer’s Certification of Report on Form 10-Q**

**forthe Quarter Ending March 31, 2004**

 

I, Massoud Safavi, certify that:

 

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

 

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

 

3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and have:

 

a)                   Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)                  Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

c)                   Disclosed in this report any changein the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourthfiscal quarter in the case of an annual report) that has materially affected,or is reasonably likely to materially affect, the registrant’s internal controlover financial reporting.

 

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

 

a)                   All significant deficiencies andmaterial 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

 

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

 
| **Date:   April 30,  2004** | **By:** | **/S/ Massoud Safavi**        |   |
|-------------------------------------------------|---------|-------------------------------|--------|
|                                            |    |  Massoud Safavi          |
|                                            |    |  Chief Financial Officer |
|                                                 |         |                               |        |  |

 

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