**MAXCO,
      INC. AND SUBSIDIARIES**


**EXHIBIT
      31.2 - CERTIFICATION**








I,
      Lawrence O, Fields, certify that:





1.  I
      have
      reviewed this annual report on Form 10-K/A of Maxco, Inc.;





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





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





4.  The
      registrant’s other certifying officer and I are responsible for establishing and
      maintaining disclosure controls and procedures (as defined in Exchange Act
      Rules
      13a-14 and 15d-14) for the registrant and we have:





a)  designed
      such disclosure controls and procedures to ensure that material information
      relating to the registrant, including its consolidated subsidiaries, is made
      known to us by others within those entities, particularly during the period
      in
      which this annual report is being prepared;





b)  evaluated
      the effectiveness of the registrant’s disclosure controls and procedures as of a
      date within 90 days prior to the filing date of this annual report (the
“Evaluation Date”); and





c)  presented
      in this annual report our conclusions about the effectiveness of the disclosure
      controls and procedures based on our evaluation as of the Evaluation
      Date;





5.  The
      registrant’s other certifying officer and I have disclosed, based on our most
      recent evaluation, to the registrant’s auditors and the audit committee of
      registrant’s board of directors (or persons performing the equivalent
      function):





a)  all
      significant deficiencies in the design or operation of internal controls which
      could adversely affect the registrant’s ability to record, process, summarize
      and report financial data and have identified for the registrant’s auditors any
      material weaknesses in internal controls; and





b)  any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant’s internal controls; and





6.  The
      registrant’s other certifying officer and I have indicated in this annual report
      whether or not there were significant changes in internal controls or in other
      factors that could significantly affect internal controls subsequent to the
      date
      of our most recent evaluation, including any corrective actions with regard
      to
      significant deficiencies and material weaknesses.







Date: July 26, 2006


/s/ Lawrence O.
                  FieldsLawrence O. FieldsChief Financial
                  Officer