**Exhibit 31.2**
  **Certification
        of Principal Financial Officer Pursuant To Section 302 of the
        Sarbanes-Oxley Act of 2002**
  I,
        John D. Hiestand, certify that:
  1.  I
        have reviewed this quarterly report on Form 10-Q of MCF
        Corporation;
  2.  Based on my knowledge, this quarterly report does not contain any untrue
        statement of a material fact or omit to state a material fact necessary to
        make
        the statements made, in light of the circumstances under which such statements
        were made, not misleading with respect to the period covered by this quarterly
        report;
  3.  Based on my knowledge, the financial statements, and other financial information
        included in this quarterly report, fairly present in all material respects
        the
        financial condition, results of operations and cash flows of the registrant
        as
        of, and for, the periods presented in this quarterly report;
  4.  The registrant’s other certifying officer and I are responsible for establishing
        and maintaining disclosure controls and procedures (as defined in Exchange
        Act
        Rules 13a-14 and 15d-14) and internal controls over financial reporting
        (as
        defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
        the
        registrant and have:
  a)  Designed such disclosure controls and procedures, or caused such disclosure
        controls and procedures to be designed under our supervision, to ensure that
        material information relating to the registrant, including its consolidated
        subsidiaries, is made known to us by others within those entities, particularly
        during the period in which this report is being prepared;
  b)  Designed such internal control over financial reporting, or caused such internal
        control over financial reporting to be designed under our supervision, to
        provide reasonable assurance regarding the reliability of financial reporting
        and the preparation of financial statements for external purposes in accordance
        with generally accepted accounting principles;
  c)  Evaluated the effectiveness of the registrant’s disclosure controls and
        procedures and presented in this report our conclusions about the effectiveness
        of the disclosure controls and procedures, as of the end of the period covered
        by this report based on such evaluation;
  d)  Disclosed in this report any change in the registrant’s internal control over
        financial reporting that occurred during the registrant’s most recent fiscal
        quarter that has materially affected, or is reasonably likely to materially
        affect, the registrant’s internal control over financial reporting;
  5.  The registrant’s other certifying officer and I have disclosed, based on our
        most recent evaluation, to the registrant’s auditors and the audit committee of
        registrant’s board of directors (or persons performing the equivalent
        functions):
  a)  All significant deficiencies and material weaknesses in the design or operation
        of internal control over financial reporting which are reasonably likely
        to
        adversely affect the registrant’s ability to record, process, summarize and
        report financial information;
  b)  Any fraud, whether or not material, that involves management or other employees
        who have a significant role in the registrant’s internal control over financial
        reporting.
   Date: November 9,
                  2005
              By:
              /s/ JOHN
                  D. HIESTANDJohn
                  D. HiestandChief
                  Financial Officer