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EXHIBIT 31.2

CERTIFICATIONS

I, William J. Rodes, certify that:



| | 1. |  | I have reviewed this annual report on Form 10-K of White Electronic
Designs Corporation;                                                                                                                                                                                                                                
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| | 2. |  | Based on my knowledge, this annual 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 statements were made, not misleading with respect to
the period covered by this annual report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual 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 annual
report is being prepared;
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| | b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures and presented in this annual
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                                                                                           
|
| | c) |  | disclosed in this annual report any change in the
registrants internal control over financial reporting that
occurred during the registrants most recent 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
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 reasonably likely to adversely affect the
registrants ability to record, process, summarize and report
financial information; and
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|
| | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls over financial reporting.                                                                                              

Date: December 24, 2003

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| | -------------------------------------------------------------
| | /s/William J. Rodes
William J. Rodes
Chief Accounting Officer