**Exhibit 31.2**

**CERTIFICATION PURSUANT TO SECTION 302(A) OF THE  SARBANES-OXLEY ACT OF 2002**

1.          I have reviewed this quarterly report on Form 10-QSB of Northern Technologies International Corporation;

2.          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;

3.          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 small business issuer as of, and for, the periods presented in this report;

4.          The small business issuer’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 small business issuer and have:

|   | (a)     Designed   such disclosure controls and procedures, or caused such disclosure controls   and procedures to be designed under our supervision, to ensure that material   information relating to the small business issuer, 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; |
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|   | (b)     Evaluated   the effectiveness of the small business issuer’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; and                                                                                         |
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|   | (c)     Disclosed   in this report any change in the small   business issuer’s internal control over financial reporting that   occurred during the small business issuer’s   current reported quarter that has materially affected, or is reasonably   likely to materially affect, the small   business issuer’s internal control over financial reporting; and                            |

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

|   | (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 small business issuer’s ability to record, process,   summarize and report financial information; and |
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|   | (b)     Any   fraud, whether or not material, that involves management or other employees   who have a significant role in the small business issuer’s internal controls   over financial reporting.                                                                                                  |

 

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| Date:  January 14, 2005 | Matthew C. Wolsfeld, CPA |
|                         | Chief Financial Officer  |