**Exhibit 31.2**

** **

**CERTIFICATIONPURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Matthew C. Wolsfeld,certify that:

 

1.                                 I have reviewed thisquarterly report on Form 10-QSB of Northern Technologies InternationalCorporation;

 

2.                             Based on my knowledge,this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.                             Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this report;

 

4.                             The smallbusiness issuer’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the small businessissuer and have:

 

(a)        Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our 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)       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

 

(c)        Disclosed in this report any change inthe small business issuer’s internal control over financial reporting thatoccurred during the small business issuer’s fourth quarter that has materiallyaffected, or is reasonably likely to materially affect, the small businessissuer’s internal control over financial reporting; and

 

5.                             The smallbusiness issuer’s other certifying officers and I have disclosed, based on ourmost recent evaluation of internal controls over financial reporting, to thesmall business issuer’s auditors and the audit committee of the small businessissuer’s board of directors (or persons performing the equivalent function):

 

(a)        All significant deficiencies andmaterial weaknesses in the design or operation of internal controls overfinancial reporting which are reasonably likely to adversely affect the smallbusiness issuer’s ability to record, process, summarize and report financialinformation; and

 

(b)       Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the small business issuer’s internal controls overfinancial reporting.

 
|                       |                                                 |
|----------------------------|-------------------------------------------------|
| Date:  April 14, 2008 | Matthew  C. Wolsfeld, CPA                       |
|                       | Chief Financial Officer and Corporate Secretary |

 

 

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