EXHIBIT 31.2

CERTIFICATION


I, Erika Kleczek, certify that:

     1.   I have reviewed this annual report on Form 10-KSB/A,
           Amendment No. 1, 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: April 6, 2004        /s/ Erika Kleczek
                                                             Erika Kleczek
                                                             Principal
                                                             Financial Officer