**Exhibit 31.2**

 

CERTIFICATION PURSUANT TO RULE 13-A-14 OR 15D-14 OF THE SECURITIESEXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002

 

I, Larry L. Crawford, certify that:

 

1.     I have reviewed this annualreport of WorldWater & Solar Technologies Corp. (Formerly WorldWater &Power Corp.):

 

2.    Based on my knowledge, thisdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to theperiod covered by this report;

 

3.     Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

 

4.     The registrant’s other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

 

(a) 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;

 

(b) Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

 (c) 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

 

 (d) Disclosed in this report any changein the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourthfiscal quarter in the case of an annual report) that has materially affected,or is reasonably likely to materially affect, the registrant’s internal controlover financial reporting; and

 

5.     The registrant’s other certifying officer(s) andI have 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 andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonable likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

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

 
| Dated: March 27, 2008 |   |   | By:    | /s/ LARRY L.  CRAWFORD |
|----------------------------|--------|--------|--------|------------------------|
|                       |   |   |   |                   | Name: | LARRY L.  CRAWFORD |
|                       |   |   |   |                   | Title: | Executive  Vice-President, Principal Financial Officer |

 

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