Exhibit 99.2


U. S. SECURITIES AND EXCHANGE COMMISSION
                                                          OMB Number: 3235-0569
                                                      Expires: January 31, 2003

   Statement Under Oath of Principal Executive Officer and Principal Financial
   Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

I, John D. Ratliff, state and attest that:


     (1) To the best of my knowledge, based upon a review of the covered reports
     of Acterna Corporation, and, except as corrected or supplemented in a
     subsequent covered report:

     o    no covered report contained an untrue statement of a material fact as
          of the end of the period covered by such report (or in the case of a
          report on Form 8-K or definitive proxy materials, as of the date on
          which it was filed); and

     o    no covered report omitted to state a material fact necessary to make
          the statements in the covered report, in light of the circumstances
          under which they were made, not misleading as of the end of the period
          covered by such report (or in the case of a report on Form 8-K or
          definitive proxy materials, as of the date on which it was filed).

     (2) I have reviewed the contents of this statement with the Company's Audit
     Committee

     (3) In this statement under oath, each of the following, if filed on or
     before the date of this statement, is a "covered report":

     o    the Annual Report on Form 10-K of Acterna Corporation for the fiscal
          year ended March 31, 2002, filed with the Securities and Exchange
          Commission (the "Commission");

     o    all reports on Form 10-Q, all reports on Form 8-K and all definitive
          proxy materials of Acterna Corporation filed with the Commission
          subsequent to the filing of the Form 10-K identified above; and

     o    any amendments to any of the foregoing.

/s/ John D. Ratliff                       Subscribed and sworn to before me
John D. Ratliff                           this 14th day of August 2002.
Corporate Vice President and
Chief Financial Officer                   /s/ Jody Terry
August 14, 2002                           Notary Public

                                          My Commission Expires: 2004


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Paperwork Reduction Act Disclosure: The Office of Management and Budget has
approved this collection of information pursuant to 44 U.S.C. ss. 3507 and 5
C.F.R. ss. 1320.13. The OMB control number for this collection of information
pursuant to this Order and Exhibit A is 3235-0569, and it expires on

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                                  Exhibit 99.2

January 31, 2003. An agency may not conduct or sponsor, and a person is not
required to respond to, a collection of information unless it displays a
currently valid control number. The information will be used to provide greater
assurance to the Commission and to investors that persons have not violated, or
are not currently violating, the provisions of the federal securities laws
governing corporate issuers' financial reporting and accounting practices, and
to aid the Commission in assessing whether it is necessary or appropriate in the
public interest or for the protection of investors for the Commission to adopt
or amend rules and regulations governing corporate issuers' financial practices
and/or for the Commission to recommend legislation to Congress concerning these
matters. We estimate that providing the requested information will take, on
average, approximately 25 hours. Any member of the public may direct to the
Commission any comments concerning the accuracy of this burden estimate and any
suggestions for reducing this burden. Responses to the collection of information
are mandatory and will not be kept confidential.

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