**EXHIBIT 31.2**

 

**CERTIFICATION**

 

I, Michael P. McGee, certify that:

 

1.     Ihave reviewed this quarterly report on Form 10-Q of International RectifierCorporation;

 

2.     Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.     Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.     Theregistrant’s other certifying officer(s) and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13(a)-15(f) and 15(d)-15(f)) for theregistrant and have:

 

(b)   Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation 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;

 

(c)   Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

(d)   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

 

(e)   Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

 

5.     Theregistrant’s other certifying officer(s) and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions):

 

(a)   All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and

 

(b)   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: May  17, 2006 | /s/ Michael  P. McGee                                                                                 |   |
|---------------------|-------------------------------------------------------------------------------------------------------|--------|
|                | Michael P.  McGee                                                                                     |
|                | Executive  Vice President and  Chief Financial Officer  (Principal Financial and Accounting  Officer) |

 

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