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 and six months ended February
28, 2003 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: April 14, 2003



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