Exhibit
31.2


**CERTIFICATIONS**





I, R.
Dale McKinney, certify that:





1.
    I
      have reviewed this report on Form 10-Q of Capital Corp of the West for the
      first quarter of 2005;





2.
    Based
      on my knowledge, this 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
      quarterly report;





3.
    Based
      on my knowledge, the financial statements, and other financial information
      included in this 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 quarterly
      report;





4.
    The
      registrant’s other certifyingofficerand 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 registrant and
  have:





a.
    Designed
      such disclosure controls and procedures,
      or caused such disclosure controls and procedures to be designed under our
      supervision,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 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 registrant’s disclosure controls and proceduresand
      presentedin
      this report our conclusions about the effectiveness of the disclosure
      controls and procedures,
      as of the end of the period covered by this reportbased onsuchevaluation;and





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





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





a.
    All
      significant deficienciesand
      material weaknessesin
      the design or operation of internalcontrol
      over financial reportingwhichare
      reasonably likely toadversely affect the registrant’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 registrant’s internalcontrol
      over financial reporting.







Date:
      May 5, 2005
    /s/
      R. Dale McKinneyR.
      Dale McKinneyExecutive
      Vice President and ChiefFinancial
      Officer