**EXHIBIT 31.2**

 

**CERTIFICATION PURSUANT TO**

**SECTION 302 OF THE SARBANES OXLEY ACT OF 2002**

**(18 U.S.C. SECTION 7241)**

 

I, Michael B. Young, certify that:

 

1.                           I have reviewed thisquarterly report on Form 10-QSB of Whittier Energy Corporation;

 

2.                           Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

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

 

4.                           The small business issuer’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

 

(a)          Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the smallbusiness issuer, 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 the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

(c)          Disclosed in this report any change in thesmall business issuer’s internal control over financial reporting that occurredduring the small business issuer’s most recent fiscal quarter (the smallbusiness issuer’s fourth fiscal quarter in the case of an annual report) thathas materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting;

 

5.                           The small business issuer’sother certifying officers and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the small businessissuer’s auditors and the audit committee of the small business issuer’s boardof directors (or persons performing the equivalent functions):

 

(a)   All significant deficienciesand material weaknesses in the design or operation of internal control 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 significantrole in the small business issuer’s internal control over financial reporting.

 
| Date:  May 15, 2006 | */s/ Michael B. Young*   | * * |
|---------------------|--------------------------|----------|
|                | Michael  B. Young        |
|                | Chief  Financial Officer |

 

----