EXHIBIT 31.2

                Rules 13a-15(e) and 15d-15(e) and Rules 13a-15(f)
                    Certification of Chief Financial Officer


I, Clark D. Wraight, certify that:

   1.    I have reviewed this annual report on Form 10-KSB of PHAZAR CORP;

   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 statement  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 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))  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) not required

         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  such
            evaluation; and

         d) disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's fourth fiscal quarter 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 the
         registrant's  board of directors (or persons  performing the equivalent
         functions):





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         a) all significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonable  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.


                                       PHAZAR CORP


Date: July 30, 2004                    /s/ Clark D. Wraight
                                       --------------------------------------
                                       Clark D. Wraight, Principal Financial
                                       Officer and Principal Accounting Officer








































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