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**Exhibit 31.2**

 

#### **CERTIFICATIONPURSUANT TO**

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

(18U.S.C. SECTION 7241)

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#### **I, Michael B. Young, certify that:**

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#### **1.**                           I have reviewed thisannual report on Form 10-KSB of Whittier Energy Corporation.;

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#### **2.**                           Based on my knowledge,this annual report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

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#### **3.**                           Based on my knowledge, thefinancial statements, and other financial information included in this annualreport, fairly present in all material respects the financial condition,results of operations and cash flows of the small business issuer as of, andfor, the periods presented in this annual report;

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#### **4.**                           The small business issuer’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

 

#### **        (a) Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe small business issuer, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this annual report is being prepared;**

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#### **        (b) Evaluated the effectiveness of thesmall business issuer’s disclosure controls and procedures and presented inthis report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based onsuch evaluation; and**

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#### **        (c) Disclosed in this report any changein the small business issuer’s internal control over financial reporting thatoccurred during the small business issuer’s most recent fiscal quarter (thesmall business issuer’s fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting;**

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#### **5.**                           The small business issuer’s other certifyingofficers and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the small business issuer’s auditors andthe audit committee of small business issuer’s board of directors (or personsperforming the equivalent function):

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#### **        (a) All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting, which are reasonably likely to adversely affect the smallbusiness issuer’s ability to record, process, summarize and report financialinformation; and**

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#### **        (b) Any fraud, whether or not material,that involves management or other employees who have a significant role in thesmall business issuer’s internal control over financial reporting.**

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| **Date: March 30, 2005** |
|--------------------------|
| **/s/**Michael B. Young  |
| **MICHAEL B. YOUNG**     |
| Chief Financial Officer  |

 

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