**EXHIBIT 31.2**

 

CERTIFICATION

 

I, Forrest Jordan, Senior VicePresident and Chief Financial Officer of IWT Tesoro Corporation, certify that:

 

1.     I have reviewed this reporton Form 10-K of IWT Tesoro Corporation for the year ended December 31,2005;

 

2.     Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respectto the period covered by this report;

 

3.     Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this report;

 

4.     The registrant’s othercertifying officer and I am responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and we have:

 

a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

 

b) Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986;

 

c) Evaluated the effectiveness of the registrant’s disclosure controlsand procedures presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

 

5.     The registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of registrant’s board of directors (or persons performing theequivalent function):

 

a) All significant deficiencies in the design or operation of internalcontrols which could adversely affect the registrant’s ability to record,process, summarize and report financial data and have identified for theregistrant’s auditors any material weaknesses in internal controls; and

 

b) Any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant’s internalcontrols over financial report.

 

 
| Date: May 19,  2006 | By:                                                | /s/ Forrest Jordan. |   |
|---------------------|----------------------------------------------------|---------------------|--------|
|                | Forrest  Jordan,                                   |
|                | Senior Vice  President and Chief Financial Officer |

 

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