**Exhibit31.2**

 

**CERTIFICATIONPURSUANT TO 17 CFR 240.15d-14(a)**

**(SECTION302 CERTIFICATION)**

 

I,Timothy Van Der Wal,certify that:

 

1.             I have reviewed this annual report on Form10-KSB of Highwater Ethanol, LLC;

 

2.                                     Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.                                     Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the small business issuer, as of, and for, the periodspresented in this report;

 

4.                                     The small business issuer’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d—15(e)) and internal control over financial reporting (as defined inExchange Act Tules 13a-15(f) and 15d-15(f)) for the small business issuer, andhave:

 

a)              Designed such disclosure controls andprocedures or caused such disclosure controls and procedures to be designed underour supervision, to ensure that material information relating to the smallbusiness issuer, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

b)             Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external puposes in accordance with generally accepted accountingprinciples;

 

c)              Evaluated the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d)             Disclosed in this report any changes in thesmall business issuer’s internal control over financial reporting that occurredduring the small business issuer’s fourth fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the small businessissuer’s internal control over financial reporting; and

 

5.                                     The small business issuer’s other certifyingofficers and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the small business issuer’s auditors andthe audit committee of the small business issuer’s board of directors (or personsperforming the equivalent functions):

 

a)                All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financialinformation; and

 

b)             b)     Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the smallbusiness issuer’s internal controls over financial reporting.

 
|  Date: | January 29, 2009 |                                                                                      | /s/ Timothy Van Der Wal |
|-------------|------------------|-------------------------------------------------------------------------------------------|-------------------------|
|        |             | Timothy Van Der Wal, Treasurer and Governor*(Principal Financial and Accounting Officer)* |

 

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