Exhibit 31.2



I, Maury Austin, certify that:

1.   I have reviewed this amendment to annual report on Form 10-K/A of Southwall
     Technologies  Inc.;  and

2.   Based on my knowledge, this amendment to annual 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  the  annual  report.


Date:  August 10th, 2004                              /s/  MAURY  AUSTIN
                                                      --------------------------
                                                      Maury  Austin
                                                      Chief  Financial  Officer