**Exhibit****31.2**

 

**CERTIFICATION PURSUANT TO RULE 13(a) – 14 OF THE SECURITIES AND****EXCHANGEACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302****OF THESARBANES-OXLEY ACT OF 2002**

 

I, James R. Clark, certify that:

 

1.               I have reviewed this quarterlyreport on Form 10-Q of Great Western Bancorporation, Inc.;

2.               Based on my knowledge, thisquarterly 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 quarterly report;

3.               Based on my knowledge, the financialstatements and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report;

4.               The registrant’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)for the registrant and have:

a.               designed such disclosure controlsand procedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

b.              evaluated the effectiveness of theregistrant’s disclosure controls and procedures as of a date within 90 daysprior to the filing date of this quarterly report (the “Evaluation Date”); and

c.               presented in this quarterly reportour conclusions about the effectiveness of the disclosure controls andprocedures based on our evaluation as of the Evaluation Date;

5.               The registrant’s other certifyingofficers and I have disclosed, based on our most recent evaluation, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

a.               all significant deficiencies in thedesign or operation of internal controls which could adversely affect theregistrant’s ability to record, process, summarize and report financial dataand have identified for the registrant’s auditors any material weaknesses ininternal controls; and

b.              any fraud, whether or not material,that involves management or other employees who have a significant role inregistrant’s internal controls; and

6.               The registrant’s other certifyingofficers and I have indicated in this quarterly report whether 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.

 

 
| Date:   November 10, 2003 | /s/ James R. Clark       |   |
|------------------------------------------|--------------------------|--------|
|                                     | James R. Clark           |
|                                     | Chief Financial  Officer |

 

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