# **Exhibit31.2**

 

I, John N. Spinney, Jr.,Senior Vice President and Chief Financial Officer, certify that:

 

1.             I have reviewed thisReport on Form 10-Q of Investors Financial Services Corp.;

 

2.             Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.             Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.             The registrant’sother certifying officer 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)   Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

(b)   [Paragraph omitted inaccordance with SEC transition instruction contained in SEC Release 34-47986]

 

(c)   Evaluatedthe effectiveness 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; and

 

(d)   Disclosedin this report any change in the registrant’s internal control over financialreporting that 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 and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent function):

 

(a)   All significant deficienciesand material weaknesses in the design or operation of internal controls overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

(b)   Any fraud, whether or notmaterial, that involves management or other employees who have a significant rolein the registrant’s internal control over financial reporting.

 

 
| Date:  May 7, 2004 |   |   |   |   |   |                                               |
|-------------------------|--------|--------|--------|--------|--------|----------------------------------------------------|
|                    |   |   |   |   |   | /s/ John N. Spinney,  Jr.                          |   |
|                    |   |   |   |   |   | John N. Spinney, Jr.                               |
|                    |   |   |   |   |   | Senior Vice President  and Chief Financial Officer |

 

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