**EXHIBIT31.2**

 

CERTIFICATION

 

I, Forrest Jordan, Senior Vice President andChief Financial Officer of IWT Tesoro Corporation, certify that:

 

1.     I have reviewed this report onForm 10-K/A of IWT Tesoro Corporation for the year ended December 31,2004;

 

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 the registrant as of, and for, the periods presented in thisreport;

 

4.     The registrant’s other certifying officerand I am responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and we have:

 

a)Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring 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 controls andprocedures presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered bythis report based on such evaluation; and

 

d)Disclosed in this report any change in the registrant’s internal control overfinancial reporting that occurred during the registrant’s most recent fiscal quarterthat has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.     The registrant’s other certifying officerand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof registrant’s board of directors (or persons performing the equivalentfunction):

 

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

 

b)Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the registrant’s internal controls overfinancial report.

 

 
| Date: May 6, 2005 | By:                                                | /s/ Forrest Jordan. |   |
|-------------------|----------------------------------------------------|---------------------|--------|
|              | Forrest Jordan,                                    |
|              | Senior Vice President and  Chief Financial Officer |

 

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