**EXHIBIT 31.2**

 

**CERTIFICATION PURSUANT TO**

**SECTION 302 OF THESARBANES-OXLEY ACT OF 2002**

 

I, James J. Volk,Chief Financial Officer of UbiquiTel Inc. and UbiquiTel Operating Company,certify that:

 

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

 

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) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants andhave:

 

a)     Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrants, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)    Designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principals;

 

c)     Evaluated theeffectiveness of the registrants’ disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

 

d)    Disclosed in thisreport any change in the registrants’ internal control over financial reportingthat occurred during the registrants’ most recent fiscal quarter (theregistrants’ fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrants’internal control over financial 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 significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrants’ ability to record, process, summarize and reportfinancial information; and

 

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b)    Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrants’ internal control over financial reporting.

 

 

Date:  November 8, 2005

 
|   | 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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