**Exhibit 31.2**

 

**CERTIFICATION OF PRINCIPAL FINANCIALOFFICER**Pursuant to Section 302 of the Sarbanes-Oxley Act of2002 (18 U.S.C./1350)

 

I, Ellen McClain, Chief Financial Officer,certify that:

 

1)              I have reviewed this quarterly report onForm 10-Q of Granite Broadcasting Corporation;

 

2)              Based on my knowledge, this quarterlyreport 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 quarterly report;

 

3)              Based on my knowledge, the financialstatements, and other financial information included in this quarterly 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 quarterly report;

 

4)              The registrant’s other certifying officerand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and have:

 

a)                                      designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

 

b)                                     evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented inthis        quarterly report ourconclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this quarterly report based on suchevaluation; and

 

c)                                      disclosed in thisquarterly report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter thathas materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5)              The registrant’s other certifying officerand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof registrant’s board of directors (or persons performing the equivalentfunction):

 

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

 

b)                                     any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 
| Date:  November 12, 2003 |                                                             |
|------------------------------------|------------------------------------------------------------------|
|                               |                                                             |
|                               | /s/        ELLEN McCLAIN |   |
|                               | Ellen McClain                                                    |
|                               | Chief Financial Officer                                          |

 

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