**EXHIBIT 31.02**

 

**Section 302 – CERTIFICATION OF CHIEF FINANCIAL OFFICER**

 

The undersigned, in hercapacity as an officer of RWD Technologies, Inc., provides the followingcertifications required by 18 U.S.C. Section 1350, as adopted pursuant toSection 302 of the Sarbanes-Oxley Act of 2002, and 17 C.F.R. §240.13a-14.

 

I, Beth Marie Buck, certifythat:

 

1.               I have reviewed this quarterly report on Form10-Q of RWD Technologies, Inc. (RWD);

 

2.               Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary 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;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of RWD as of, and for, the periods presented in this report;

 

4.               RWD’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for RWD and have:

 

a.               Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to RWD,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

b.              Evaluated the effectiveness of RWD’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

c.               Disclosed in this report any change in theRWD’s internal control over financial reporting that occurred during RWD’s mostrecent fiscal quarter that has materially affected, or is reasonably likely tomaterially affect, RWD’s internal control over financial reporting; and

 

5.               RWD’s other certifying officer and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to RWD’s auditors and the audit committee of RWD’s boardof directors:

 

a.               All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect RWD’s ability torecord, process, summarize and report financial information; and

 

----

 

b.              Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in RWD’sinternal control over financial reporting.

 

 
| Dated:  August 12, 2003 |
|------------------------------|
|                         |
|                         |
|                         | By: | /s/ Beth Marie Buck |   |
|                         |   | Beth Marie Buck, CPA |
|                         |   | Vice President and Chief  Financial Officer  (Principal Financial and Accounting  Officer) |

 

2

----