Exhibit 31.2

                                  Certification
                                  -------------

I, Donald A. Bernard, certify that:

1.       I have reviewed this annual report on Form 10-K of CoActive Marketing
Group, Inc.;

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

3.       Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.       The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:

             (a)  designed such disclosure controls and procedures or caused
such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
and

             (b)  evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusion about the
effectiveness of the disclosure controls and procedures as of the end of the
period covered by this report based on such evaluation; and

             (c)  disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially effected, or is reasonably likely
to materially effect, the registrant's internal controls over financial
reporting.

5.       The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal controls over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):

             (a)  all significant deficiencies in the design or operation of
internal controls over financial reporting that are reasonably likely to
adversely effect the registrant's ability to record, process, summarize and
report financial information; and

             (b)  any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal
controls over financial reporting.

Dated:   July 22, 2004              /s/ DONALD A. BERNARD
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                                    Donald A. Bernard
                                    Executive Vice President and Chief Financial
                                    Officer