EXHIBIT 31.2

                     CERTIFICATION


I, Erika Kleczek, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of
           Dover Investments Corporation;

     2.   Based on my knowledge, this 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 report;

     3.   Based on my knowledge, the financial statements, and other
           financial information included in this 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 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 report is being prepared;

          b)   Evaluated the effectiveness of the registrant's disclosure
                controls and procedures and presented in this report our
                conclusions 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
                (the registrant's fourth fiscal quarter in the case of an
                annual report) that has materially affected, or is reasonably
                likely to materially affect, the registrant's internal control
                over financial reporting; and

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

          a)   All significant deficiencies and material weaknesses in
                the design or operation of internal control over financial
                reporting which are reasonably likely to adversely
                affect 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 control over financial
                reporting.


Date: March 19, 2004           /s/ Erika Kleczek
                                                  Erika Kleczek
                                                  Principal Financial Officer