**EXHIBIT31.2**

 

**RULE 13a-14a CERTIFICATION OFTHE CHIEF FINANCIAL OFFICER**

 

I, Dirk A. Sodestrom, certify that:

 

1.    I have reviewed this annual report on Form 10-Kof Westaff, Inc.

 

2.    Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to take 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 financial statements,and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report;

 

4.    The registrant’s other certifying officer and Iare 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:

 

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)     Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and 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

 

c)      Disclosed in this report any change in the registrant’s internal controlover financial reporting that occurred during the registrant’s fourth fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

 

5.    The registrant’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofthe registrant’s board of directors (or persons performing the equivalentfunctions):

 

a)      All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

 

b)     Any fraud, whether or not material, that involves management or otheremployees who have significant role in the registrant’s internal control overfinancial reporting.
|                                               |
|----------------------------------------------------|
| Date: January 27, 2006                             |
|                                               |
| /s/ Dirk A. Sodestrom                              |   |
| Dirk A. Sodestrom                                  |
| Senior Vice President and Chief Financial  Officer |
| Westaff, Inc.                                      |
| (Principal Financial Officer)                      |

 

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