**Exhibit 31.2**

 

**SECTION 302 CERTIFICATION**

 

I, Anthony F. Vuoto, the Chief Financial Officer of Providian FinancialCorporation (the “Registrant”), certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of theRegistrant;

 

2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the Registrantas of, and for, the periods presented in this report;

 

4. The Registrant’s other certifying officer(s) and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f))for the Registrant and we have:

 

(a) designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the Registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

 

(b) designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

 

(c) evaluated the effectiveness of the Registrant’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

(d) disclosed in this report any change in the Registrant’s internalcontrol over financial reporting that occurred during the Registrant’s mostrecent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially affect, the Registrant’s internal control over financial reporting;and

 

5. The Registrant’s other certifying officer(s) and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the Registrant’s auditors and the audit committee of Registrant’sBoard of Directors (or persons performing the equivalent functions):

 

(a) all significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonablylikely to adversely affect the Registrant’s ability to record, process, summarizeand report financial information; and

 

(b) any fraud, whether or not material, that involves management orother employees who have a significant role in the Registrant’s internalcontrol over financial reporting.

 
| Date: May 10, 2005 |   |   |                                      |
|--------------------|--------|--------|-------------------------------------------|
|               |   |   | /s/ Anthony F. Vuoto                      |   |
|               |   |   | Anthony F. Vuoto  Chief Financial Officer |

 

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