| Exhibit 31.2 |
|--------------|

**CERTIFICATION**

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| I, Frederick S. Cromer, certify that: |
| 1.                                    |  | I have reviewed this annual report on Form 10-K of ExpressJet Holdings, Inc; |
| 2.                                    |  | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report; |
| 3.                                    |  | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periodspresented in this report; |
| 4.                                    |    | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
|                                       |  | a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in which this report is being prepared; |
|                                       |  | b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the controls and procedures, as of the end of the period covered by this report based onsuch evaluation; and |
|                                       |  | c) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) thathas materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financialreporting; and |
| 5.                                    |  | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (orpersons performing the equivalent functions): |
|                                       |  | a)    | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financialinformation; and |
|                                       |  | b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting. |

|  Date:  February 13, 2004 |      | **/s/Frederick S.Cromer                   ** |
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|                                          |                          | Frederick S. Cromer Vice President and Chief Financial Officer                                                                              |