Exhibit 31.2
                                  CERTIFICATION
                                  -------------

I, Robert R. Gerber, certify that:

      1.    I have  reviewed  this  Amendment  No.  1 on  Form  10-QSB/A  to the
            Quarterly Report on Form 10-QSB of FFD Financial Corporation for the
            quarter ended December 31, 2004;

      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 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 small  business  issuer  as of,  and for,  the  periods
            presented in this report;

      4.    The small business  issuer's other  certifying  officer(s) 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)) for the small business issuer 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  small   business   issuer,   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) Evaluated the effectiveness of the registrant'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

                  (c)  Disclosed  in this report any change in the  registrant's
                  internal control over financial reporting that occurred during
                  the registrant's  most recent fiscal quarter (the registrant's
                  fourth  fiscal  quarter in the case of an annual  report) that
                  has materially affected, or is reasonably likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting; and

      5.    The registrant's  other certifying  officer(s) and I have disclosed,
            based  on our  most  recent  evaluation  of  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 functions):

                  (a) All significant  deficiencies  and material  weaknesses in
                  the design or  operation of internal  control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  small business issuer'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 small business  issuer's  internal  control over financial
                  reporting.


Date: June 15, 2005        /s/Robert R. Gerber
                           -----------------------------------------------------

                           Robert R. Gerber
                           Vice President, Treasurer and Chief Financial Officer