**EXHIBIT31.2**

 

**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 reviewedthis quarterly report on Form 10-QSB of Whittier Energy Corporation;

 

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 financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this report;

 

4.                           The smallbusiness issuer’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer andhave:

 

(a)          Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the small business issuer, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this report is being prepared;

 

(b)         Evaluated the effectivenessof the small business issuer’s 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

 

(c)          Disclosed in this report anychange in the small business issuer’s internal control over financial reportingthat occurred during the small business issuer’s most recent fiscal quarter(the small business issuer’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the small business issuer’s internal control over financial reporting;

 

5.                           The smallbusiness issuer’s other certifying officers and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to thesmall business issuer’s auditors and the audit committee of the small businessissuer’s board of directors (or persons 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 registrant’sability to record, process, summarize and report financial information; and

 

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

 
| Date: May 12, 2005 | */s/ Michael  B. Young* |   |
|--------------------|-------------------------|--------|
|               | Michael B. Young        |
|               | Chief Financial Officer |

 

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