Exhibit 31.2

         In connection with the Quarterly Report on Form 10-Q of Winfield
Capital Corp. (the "Company") for the period ended June 30, 2004 as filed with
the Securities and Exchange Commission on the date hereof, I, R. Scot Perlin,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to ss. 302 of the Sarbanes-Oxley Act of 2002, that:

                  1. I have reviewed this Quarterly Report on Form 10-Q of
Winfield Capital Corp;

                  2. Based on my knowledge, this report does not contain any
untrue statement of 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
report;

                  3. Based on my knowledge, the financial statements and other
financial information included in this report, fairly represent in all material
respects the financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this report;

                  4. The Company'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)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15)(f)) for the Company and have:

                           a.  Designed such disclosure controls and procedures,
                  or caused such internal controls and procedures to be designed
                  under our supervision, to ensure that material information
                  relating to the Company is made known to us by others within
                  the entity, particularly during the period in which this
                  annual report is being prepared;

                           b.  Designed such internal control over financial
                  reporting, or caused such internal control over financial
                  reporting to be designed under our supervision, to provide
                  reasonable assurance regarding the reliability of financial
                  reporting and the preparation of financial statements for
                  external purposes in accordance with generally accepted
                  accounting principles;

                           c.  Evaluated the effectiveness of the Company's
                  disclosure controls and procedures and presented in this
                  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

                           d.  Disclosed in this report any change in the
                  Company's internal control over financial reporting that
                  occurred during the Company's most recent fiscal quarter that
                  has materially affected, or is reasonably likely to materially
                  affect, the Company's internal control over financial
                  reporting; and

                  5. The Company's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Company's auditors and the audit committee of the
Company's (or persons performing the equivalent functions):

                           a.  All significant deficiencies and material
                  deficiencies in the design or operation of internal control
                  over financial reporting which are reasonably likely to
                  adversely affect the Company's ability to record, process,
                  summarize and report financial information; and

                           b.  Any fraud, whether or not material, that involves
                  management or other employees who have a significant role in
                  the Company's internal control over financial reporting.


Dated:  August 12, 2004                   By: /s/ R. SCOT PERLIN
                                              ----------------------------------
                                              R. Scot. Perlin
                                              Chief Financial Officer & Director

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