**Exhibit 31.2**

 

CERTIFICATION

 

I, Joseph J.Sum, Vice President and Chief Financial Officer of Continental MaterialsCorporation, certify that:

 

1.     I have reviewed thisquarterly report on Form 10-Q of Continental Materials Corporation;

 

2.               Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3.               Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, 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.               Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and we have:

 

(a)          designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

 

(b)         disclosed evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this quarterly report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered bythis quarterly report based on such evaluation; and

 

(c)          disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.               Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions):

 

(a)          all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting  whichare reasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and

 

(b)         any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

Date: May 12,2004

 
|   | By:    | /s/ Joseph J. Sum                          |   |
|--------|--------|--------------------------------------------|--------|
|   |   | Joseph J. Sum                              |
|   |   | Vice President and Chief Financial Officer |

 

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