**EXHIBIT 31.2**

 

**Certification Pursuant to Rule 13a-14(a) ofthe Securities Exchange Act of 1934**

**As AdoptedPursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

 

I, Nayan V. Kisnadwala, certify that:

 

1.                                       I have reviewed this amendment to quarterlyreport on Form 10-Q/A for the period ended June 30, 2005 ofFieldstone Investment Corporation (the “Registrant”);

 

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 officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))for the Registrant and have:

 

a)              designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, 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 for which this report is being prepared;

 

b)             evaluated the effectiveness of the Registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

c)              disclosed in this report any change in the Registrant’sinternal control over financial reporting that occurred during the Registrant’smost recent fiscal quarter 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 andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Registrant’s auditors and the audit committee of Registrant’sboard of directors (or persons performing equivalent functions):

 

a)              all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Registrant’sability to record, process, summarize and report financial information; and

 

b)             any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the Registrant’sinternal control over financial reporting.

 

Date: April 14, 2006

 
|   | /s/ Nayan V. Kisnadwala |                                                  |
|--------|-------------------------|-------------------------------------------------------|
|   | Name:                   | Nayan V. Kisnadwala                                   |
|   | Title:                  | Executive Vice President and Chief Financial  Officer |
|        |                         |                                                       |  |

 

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