**EXHIBIT31.2**

 

**CERTIFICATIONPURSUANT TO**

**SECTION302 OF THE SARBANES-OXLEY ACT OF 2002**

 

 

I, James J. Volk, ChiefFinancial Officer of UbiquiTel Inc. and UbiquiTel Operating Company, certifythat:

 

1.               I have reviewedthis quarterly report on Form 10-Q of UbiquiTel Inc. and UbiquiTel OperatingCompany;

 

2.               Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight 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 financial condition,results of operations and cash flows of the registrants as of, and for, theperiods presented in this report;

 

4.               The registrants’other 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)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants 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 theregistrants, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)       Designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principals;

 

c)       Evaluated the effectiveness of theregistrants’ disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d)       Disclosed in this report any change inthe registrants’ internal control over financial reporting that occurred duringthe registrants’ most recent fiscal quarter (the registrants’ fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrants’ internal control overfinancial reporting; and

 

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

 

a)       All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrants’ability to record, process, summarize and report financial information; and

 

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b)       Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrants’ internal control over financial reporting.

 

 

Date:  May 10,2006

 
|   | UBIQUITEL INC.              |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | */s/ James J. Volk*         | * * |
|   | James J. Volk               |
|   | Chief Financial Officer     |
|   |                        |
|   |                        |
|   | UBIQUITEL OPERATING COMPANY |
|   |                        |
|   |                        |
|   | */s/ James J. Volk*         | * * |
|   | James J. Volk               |
|   | Chief Financial Officer     |
|        |                             |  |  |

 

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