**EXHIBIT 31.2**

**Certification ofPrincipal Financial Officer Pursuant To Section 302 of the Sarbanes-OxleyAct of 2002.**

I, John D. Hiestand, certify that:

1.                 I have reviewedthis annual report on Form 10-K of MCF Corporation;

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

3.                 Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this annual report;

4.                 The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-14and 15d-14) and internal controls over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:

a)               Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

b)              Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

c)               Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; 

d)              Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; 

5.                 The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation, to the registrant’s auditors and the audit committee of registrant’sboard of directors (or persons performing the equivalent functions):

a)               All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to  adversely affect the registrant’s ability torecord, process, summarize and report financial information; 

b)              Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.
|                               | /s/ JOHN  D. HIESTAND          |
|-------------------------------|--------------------------------|
| ** **                    | **John D.  Hiestand**          |
| ** **                    | ***Chief  Financial Officer*** |
| Date:  February 15, 2006 | ** **                     |

 

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