Exhibit 31.2


     In connection with the Quarterly Report on Form 10-Q of Winfield Capital
Corp. (the "Company") for the period ended September 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 quarterly 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 Board of
Directors (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:  November 11, 2004           By: /s/ R. SCOT PERLIN
                                        ----------------------------------
                                        R. Scot. Perlin
                                        Chief Financial Officer & Director