<PAGE>

                                                                    EXHIBIT 31.2

                                 CERTIFICATIONS

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

         I, Larry V. Friend, the Chief Financial Officer of Werner Holding Co.
(PA), Inc. and Werner Holding Co. (DE), Inc. (the "Co-registrants"), certify
that:

         1.       I have reviewed this annual report on Form 10-K of the
Co-registrants;

         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
Co-registrants as of, and for, the periods presented in this report;

         4.       The Co-registrants' other certifying officer 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)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Co-registrants 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 Co-registrants, including their
                  consolidated subsidiaries, is made known to us by others
                  within those entities, particularly during the period in which
                  this report is being prepared;

                           b) Designed such internal control over financial
                  reporting, or caused such internal control over financial
                  reporting to be designed under our supervision, to provide
                  reasonable assurance regarding the reliability of financial
                  reporting and the preparation of financial statements for
                  external purposes in accordance with generally accepted
                  accounting principles;

                           c) Evaluated the effectiveness of the Co-registrants'
                  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

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

         5.       The Co-registrants' other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Co-registrant's auditors and the audit committee of
the Co-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 Co-registrants' 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 Co-registrants' internal controls over financial
                  reporting.

                                               WERNER HOLDING CO. (PA), INC.

Date: March 30, 2003                           /s/  LARRY V. FRIEND
                                               --------------------------------
                                               Chief Financial Officer

                                               WERNER HOLDING CO. (DE), INC.

Date: March 30, 2003                           /s/  LARRY V. FRIEND
                                               --------------------------------
                                               Chief Financial Officer