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

I, Irving L. Smith, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q/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.



Date:  August 09, 2004                  /s/ Irving L. Smith
                                       __________________________

                                       Irving L. Smith
                                       Chief Financial Officer