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**Exhibit 31.2**

I, Michael I. Williams,certify that:

1.                  Ihave reviewed this amendment to the annual report on Form 10-K ofMaine & Maritimes Corporation (the registrant);

2.                  Basedon my knowledge, this annual 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 annual report;

3.                  Basedon my knowledge, the financial statements, and other financial informationincluded in this annual 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 annual report;

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

a)                designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

b)               evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this annual report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisannual report based on our evaluation;

c)                disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter thathas materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

5.                  The registrant’sother certifying officers and I have disclosed, based on our most recentevaluation, to the registrant’s auditors and the audit committee of theregistrant’s board of directors:

a)                allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which 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.
| Dated: September 13, 2006                                                            |   |
|--------------------------------------------------------------------------------------|--------|
|                                                                                 |   |
| /s/ MICHAEL I.  WILLIAMS                                                             |   |
| Michael I.  Williams                                                                 |   |
| Senior Vice President, Chief Financial Officer,  and Interim Chief Operating Officer |   |

 

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