**Exhibit31.2**

 

INVESTOOLS INC.a Delaware corporationCERTIFICATION OF CHIEF FINANCIAL OFFICERSection 302 Certification

 

I, Ida K. Kane, certify that:

 

1.                                       I have reviewed this annual report on Form10-K of INVESTools Inc.;

 

2.                                       Based on my knowledge, this annual report doesnot contain 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 period coveredby this annual report;

 

3.                                       Based on my knowledge, the financialstatements, and other information included in this annual 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 thisannual report;

 

4.                                       The registrant’s other certifying officer(s)and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and have:

 

c)              Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

d)             *[Paragraph omitted pursuantto SEC Release Nos. 33-8238 and 34-47986]*;

 

e)              Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this quarterly report ourconclusions about the effectiveness of the disclosure controls and proceduresas of the end of the period covered by this report based on such evaluation;and

 

f)                Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

5.                                       The registrant’s other certifying officer(s)and 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 equivalentfunctions):

 

g)             All significant deficiencies in the design ormaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

h)             Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

 
| Date: March 31, 2005 |                    |
|---------------------------|-------------------------|
|                      | /s/ IDA K. KANE    |   |
|                      | Chief Financial Officer |

 

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