**Exhibit 31.2**

 

**CERTIFICATIONPURSUANT TO 13a-14 OF THESECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT**

 

I, MICHAEL H. MCCLELLAN,certify that:

 

1.     I have reviewed thisannual report on Form 10-KSB of Payphone Wind Down Corporation;

 

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

 

3.     Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;

 

4.     The registrant’sother certifying 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 have:

 

(a)   Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to 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 annual report is being prepared;

 

(b)   Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures, as ofthe end of the period covered by this report based on such evaluation; and

 

(c)   Disclosedin this 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; and

 

5.     The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent function):

 

(a)   Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

(b)   Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls.

 

 
| Date:  October 9, 2007 |                                                                                       |
|------------------------|--------------------------------------------------------------------------------------------|
|                   |                                                                                       |
|                   | /s/ Michael H. McClellan                                                                   |   |
|                   | Michael  H. McClellan *Executive Vice President, Chief Financial  Officer and   Treasurer* |

 

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