**Exhibit 31.2**
**CERTIFICATION OF CHIEF FINANCIAL OFFICER**
I, Charles T. Dickson, Chief Financial Officer of United Components, Inc.certify that:   1.  I have reviewed this quarterly report on Form 10-Q of United Components,Inc.; 2.  Based on my knowledge, this quarterly report does not contain any untruestatement of a material fact or omit tostate a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleadingwith respect to the period covered by this quarterly report; 3.  Based on my knowledge, the financial statements, and other financialinformation included in this quarterlyreport, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report; 4.  The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:  a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which the report is beingprepared; b) Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end ofthe period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal controlover financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal controls over financial reporting; and   5.  The registrant’s other certifying officer and I have disclosed, based onour most recent evaluation, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions):
  a) All significant deficiencies and material weaknesses in the design oroperation of internal controls over financial reporting which are reasonablylikely 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 otheremployees who have a significant role in the registrant’s internal controlsover financial reporting.     Date: May            13, 2004  By: /s/ CHARLES T. DICKSON    Name: Charles T. Dickson Title: Chief Financial Officer