**Exhibit 31.2**

 

**CERTIFICATIONPURSUANT TO**

**SECTION 302OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Thomas Thebes, certify that:

 

1. I have reviewed this quarterly report of Force Protection, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the smallbusiness issuer as of, and for, the periods presented in this report;

 

4. The small business issuer’s other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the small business issuer and have:

 

(a) Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be

 

designed under our supervision, to ensure that material informationrelating to the small business issuer, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, orcaused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the small business issuer’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

 

(d) Disclosed in this report any change in the small businessissuer’s internal control over financial reporting that occurred during thesmall business issuer’s most recent fiscal quarter (the small business issuer’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the small businessissuer’s internal control over financial reporting; and

 

5. The small business issuer’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the small business issuer’s auditors and the auditcommittee of the small business issuer’s board of directors (or personsperforming the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which arereasonably likely to adversely affect the small business issuer’s ability torecord, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves managementor other employees who have a significant role in the small business issuer’sinternal control over financial reporting.

 

 
| *Date: Aug. 15, 2005* | */s/ Thomas Thebes*       |   |
|----------------------------|---------------------------|--------|
| * *                   | *Thomas Thebes*           |
| * *                   | *Chief Financial Officer* |

 

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