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EXHIBIT 31.2

CERTIFICATION OF PRINCPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE
13a-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph C. Horvath, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of TB Wood's Corporation;

2.  Based on my knowledge, this annual report does not contain any untrue
    statements 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 periods presented
    in this annual report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this quarterly report, fairly present in all
    material respects the financial condition, results of operations and cash
    flows of the registrant, as of, and for the periods presented in this annual
    report;

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

    c)  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 registrant,
        including its consolidated subsidiaries, is made known to us by others
        within those entities, particularly during the period in which the
        annual report is being prepared;

    d)  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 quarterly report based on such evaluation;
        and

    e)  disclosed in the 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 controls over
        financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based upon
    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 fulfilling the equivalent function):

    f)  all significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are
        reasonable likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

    g)  any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        control over financial reporting.

Date:   May 10, 2005

/s/Joseph C. Horvath
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Chief Financial Officer
(Principal Financial Officer and
 Principal Accounting Officer)