**Exhibit 31.2**
**CERTIFICATION**
I, James A. Mallak, Chief Financial Officer and Treasurer of Tower Automotive, Inc., certify that:
1.  I have reviewed this annual report on Form 10-K for the year ended December 31, 2004 of TowerAutomotive, Inc.; 2.  Based on my knowledge, this annual report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the periodcovered by this report; 3.  Based on my knowledge, the financial statements, and other financial information included inthis annual report, fairly present in all material respects the financial condition, resultsof operations and cash flows of the registrant as of, and for, the periods presented in thisreport; 4.  The registrant’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:
 (a)  Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during the period inwhich this report is being prepared;  (b)  Designed such internal control over financial reporting, or caused suchinternal control overfinancial reporting to be designed under our supervision, to provide reasonableassuranceregarding the reliability of financial reporting and the preparation of financialstatements forexternal purposes in accordance with generally accepted accounting principles;  (c)  Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectiveness of thedisclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and  (d)  Disclosed in this report any change in the registrant’s internal control overfinancial reportingthat occurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materially affected, oris reasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and
5.  The registrant’s other certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performing the equivalentfunctions):
 (a)  All significant deficiencies and material weaknesses in the design and oroperation of internalcontrol over financial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financial information;and  (b)  Any fraud, whether or not material, that involves management or otheremployees who have aa significant role in the registrant’s internal control over financial reporting.
Date: July 27, 2005   /s/ James A. Mallak  James A. MallakChief Financial Officer and Treasurer