**Exhibit 31.2**

** **

**CHIEF FINANCIAL OFFICER CERTIFICATION**

 

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

 

1. I have reviewed thisAnnual Report on Form 10-K of Key Technology, Inc., (the “registrant”);

 

2. Based on my knowledge,this Annual Report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3. Based on my knowledge,the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;

 

4. The registrant’s othercertifying officer(s) and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the registrant and have:

 

(a) designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

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

 

(c) disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and;

 

5. The registrant’sother certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

 

(a) all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

(b) any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal controls over financialreporting.

 
| Date:                     | December 19,  2003 |   |
|---------------------------|-------------------------|--------|
|                      |                    |
|                      |                    |
| /s/  Phyllis C. Best |                    |
| Phyllis C.  Best          |                    |
|                      |                    |
| Chief  Financial Officer  |                    |
|                           |                         |        |  |  |

 

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