**Exhibit31.2**

 

**CERTIFICATIONOF SENIOR VICE PRESIDENT, FINANCIAL SERVICESPURSUANT TO RULES 13a-14 AND 15d-14OF THE SECURITIES AND EXCHANGE ACT OF 1934AS ADOPTED PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002**

 

I, Daniel E. O’Brien, certify that:

 

# **1.**               I have reviewed this quarterly report on Form 10-Qof TRM Corporation;

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# **2.**               Based on my knowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

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# **3.**               Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this report;

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# **4.**               The registrant’s other certifying officer(s) and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and have:

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## **(a)**                                  Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

(b)                                 Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

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

 

# **5.**               The registrant’s other certifying officer(s) and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofthe registrant’s board of directors (or persons performing the equivalentfunctions):

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## **(a)**                                  All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

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## **(b)**                                 Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 
| Date:  November 14, 2003 | By:    | /s/ Daniel  E. O’Brien                |   |
|-------------------------------|--------|--------------------------------------------|--------|
|                          |   | Daniel E.  O’Brien                    |
|                          |   | Senior Vice  President, Financial Services |

 

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