**Exhibit31.2**

 

**CERTIFICATIONS**

 

I, R. Dale McKinney, certify that:

 

1.               I have reviewedthis quarterly report on Form 10-Q for the quarter ended March 31, 2004 ofCapital Corp of the West;

 

2.               Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3.               Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects, thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this quarterly report;

 

4.               The registrant’sother certifying officerand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrantand we have:

 

a.               Designed suchdisclosure controls and procedures , or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being prepared;

 

b.              Designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c.               Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end ofthe period covered by this report based on such evaluation; and

 

d.              Disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the last fiscal quarter of 2003 that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting;

 

5.               The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal controlover financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performingthe equivalent function):

 

a.               All significantdeficiencies and materialweaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information;and

 

b.              Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

 
| Date:   May 9, 2004 |   /s/ R. Dale McKinney                     |   |
|--------------------------|------------------------------------------------------|--------|
|                     | R. Dale McKinney                                     |
|                     | Executive Vice President and Chief Financial Officer |

 

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