EXHIBIT 31.2
                               CERTIFICATION
                        Required by Rule 13a-14(a)

I, Irving L. Smith, certify that:

1.   I have reviewed this Annual Report on Form 10-K/A of Fountain
     Powerboat Industries, Inc.;

2.   Based on my knowledge, this 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 this report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible
     for establishing and maintaining disclosure controls and procedures (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 our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known
          to 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 our conclusions about
          the effectiveness of the disclosure controls and procedures, as of
          the end of the period covered by this report based on such
          evaluation; and

     c.   Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the
          registrant's most recent fiscal quarter (the registrant's fourth
          fiscal quarter in the case of an annual report) that has
          materially affected, or is reasonably likely to materially affect,
          the registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed,
     based on our most recent evaluation of internal control over financial
     reporting, to the registrant's auditors and the audit committee of the
     registrant's board of directors (or persons performing the equivalent
     functions):

     a.   All significant deficiencies and material weaknesses in the design
          or operation of internal control over financial reporting which
          are reasonably likely to adversely affect the registrant's ability
          to record, process, summarize and report financial information; and

     b.   Any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal control over financial reporting.

                                        Irving L. Smith

Date August 09, 2004                /S/______________________________
                                       Irving L. Smith
                                       Chief Financial Officer