**Exhibit 31.4**

 

**CHIEF FINANCIAL OFFICER CERTIFICATION**

 

I, Phyllis C. Best, Chief Financial Officer of Key Technology, Inc.,certify that:

 

1. I have reviewed the Amendment to the Annual Report of KeyTechnology, Inc. (the “registrant”) on Form 10-K/A;

 

2. Based on my knowledge, this Amendment to the Annual 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 financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a) designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

 

(b) evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation;

 

(c) disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and;

 

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

 

(a) all significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonablylikely 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 orother employees who have a significant role in the registrant’s internalcontrols over financial reporting.

 
| Date:                     | January 23, 2004 |   |
|---------------------------|-----------------------|--------|
|                      |
|                      |
| /s/  Phyllis C. Best |                  |
| Phyllis C. Best           |                  |
|                      |                  |
| Chief Financial Officer   |                  |
|                           |                       |        |  |  |

 

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