EXHIBIT 31.2

I, Patrick R. Quinn, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of TWL
     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 consolidated 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 registrant as of, and for, the periods presented
     in this report;

4.   The registrant's other certifying officer 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)) and internal
     control over financial reporting (as defined in Exchange Act Rules
     13a-15(f) and 15d-15(f)) for the registrant 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
          registrant, 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;

     b.   designed such internal control over financial reporting, or
          caused such internal control over financial reporting to be
          designed under our supervision, to provide reasonable assurance
          regarding the reliability of financial reporting and the
          preparation of financial statements for external purposes in
          accordance with generally accepted accounting principles; and

     c.   evaluated the effectiveness of the registrant'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 our evaluation; and

     d.   disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the
          registrant's most recent fiscal quarter (the registrant's fourth
          fiscal quarter in the case of an annual report) that has
          materially affected, or is reasonably likely to materially
          affect, the registrant's internal control over financial
          reporting; and


5.   The registrant's other certifying officer and I have disclosed, based
     on our most recent evaluation of internal control over financial
     reporting, to the registrant's auditors and the audit committee of
     registrant's board of directors (or persons performing the equivalent
     functions):

     a.   all significant deficiencies and material weaknesses in the
          design or operation of internal control over financial reporting
          which are reasonably likely to adversely affect the registrant's
          ability to record, process, summarize and report financial
          information; and

     b.   any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal control over financial reporting.



Date: November 20, 2006            /S/ PATRICK R QUINN
                                   ------------------------------------
                                   Patrick R. Quinn
                                   Chief Financial Officer