**Exhibit 31.2**

**CERTIFICATIONPURSUANT TO RULE 13-A-14 OR 15D-14 OF THE SECURITIES EXCHANGEACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACTOF 2002**

I, Larry L. Crawford, certify that:

1.     I havereviewed this annual report on Form 10-KSB of WorldWater &Power Corp.;

2.     Based onmy knowledge, this annual 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 annual report;

3.     Based myknowledge, the financial statements, and other financial information includedin this annual 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 annual report;

4.     Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14and 15d-14) for the registrant and we have:

a.      designedsuch disclosure controls and procedures to ensure the material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this annual report is being prepared;

b.      evaluatedthe effectiveness of the registrant’s disclosure controls and procedures as ofa date within 90 days prior to the filing date of this annual report (the “EvaluationDate”); and

c.      presentedin this annual report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date.

5.     Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunction):

a.      allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weaknesses in internal controls; and

b.      any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal controls; and

6.     The registrant’s other certifying officerand I have indicated in this annual report whether or not there weresignificant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.
| By:    |   | /s/ LARRY L.  CRAWFORD                               |   |
|--------|--------|------------------------------------------------------|--------|
| Name:  |   | Larry L. Crawford                                    |   |
| Title: |   | *Executive  Vice President, Chief Financial Officer* |   |
|        |        |                                                      |        |  |

 

Dated: April 9, 2007

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