**EXHIBIT 31.2**

 

CERTIFICATION

 

I,Forrest Jordan, Senior Vice President and Chief Financial Officer of IWT TesoroCorporation, certify that:

 

1.               I have reviewed this  report on Form 10-Q of IWT TesoroCorporation for the quarter ended September 30, 2005;

 

2.               Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this  report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented inthis  report;

 

4.               The registrant’s other certifying officer andI am responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and we have:

 

a) Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this  report is being prepared;

 

b) Paragraph omittedpursuant to SEC Release Nos.  33-8238 and34-47986;

 

c) Evaluated theeffectiveness of the registrant’s disclosure controls and procedures presentedin this report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based onsuch evaluation; and

 

d) Disclosed in this reportany change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

5.               The registrant’s other certifying officer andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunction):

 

a) All significantdeficiencies in the design or operation of internal controls which couldadversely affect the registrant’s ability to record, process, summarize andreport financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

 

b) Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal controls over financial reporting.

 
| Date: November 18, 2005 | By:                                               | /s/ Forrest Jordan. |   |
|------------------------------|---------------------------------------------------|---------------------|--------|
|                         | Forrest Jordan,                                   |
|                         | Senior Vice President and Chief Financial Officer |

 

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