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EXHIBIT 31.2
                                  CERTIFICATION

I, Kevin J. Himmelhaver, certify that:

         I have reviewed this quarterly report on Form 10-Q of Tower Financial
         Corporation;

         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;

         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;

         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 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;

              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 reasonable likely to materially affect,
              the registrant's internal control over financial reporting: and

         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 controls 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: August 14, 2003
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/s/ Kevin J. Himmelhaver
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Kevin J. Himmelhaver, Executive Vice President,
Chief Financial Officer and Secretary