**EXHIBIT 31.2**

 

CERTIFICATE

 

I, Peter Mainz,Chief Financial Officer of Sensus Metering Systems (Bermuda 2) Ltd. and SensusMetering Systems Inc., certify that:

 

1.                                       I have reviewed this quarterly report onForm 10-Q of Sensus Metering Systems (Bermuda 2) Ltd. and Sensus MeteringSystems Inc.;

 

2.                                       Based on my knowledge, this 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 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 each registrant as of, and for, the periods presented in thisreport;

 

4.                                       The registrants’ other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for each 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 eachregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)                                     evaluated the effectiveness of theregistrants’ disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

c)                                      disclosed in this report any change inthe registrants’ internal control over financial reporting that occurred duringthe registrants’ most recent fiscal quarter (the registrants’ fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrants’ internal control overfinancial reporting; and

 

5.                                       The registrants’ other certifyingofficers and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrants’ auditors and the auditcommittee of the registrants’ board of directors (or persons performing theequivalent 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 registrants’ability 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 theregistrants’ internal control over financial reporting.

 
| Date: September 7, 2004 | /s/ Peter  Mainz |                         |
|------------------------------|------------------|------------------------------|
| ** **                   | **Name:**        | **Peter  Mainz**             |
| ** **                   | **Title:**       | **Chief  Financial Officer** |
|                              |                  |                              |  |

 

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