EXHIBIT 99.2

              CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
                             18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report on Form 10-Q of Penford
Corporation (the "Company") for the three months ended November 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Steven O. Cordier, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

         (1)      The Report fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934 (15
                  U.S.C. 78m or 78o(d)); and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.

Dated: January 14, 2003



/s/ Steven O. Cordier
- ----------------------------------------
Steven O. Cordier
Chief Financial Officer