**Exhibit 31.2**

 

CERTIFICATION

 

I, Joseph J. Sum, certify that:

 

1.               I havereviewed this Amendment No. 1 to Annual Report on Form 10-K/A of ContinentalMaterials Corporation;

 

2.               Based on myknowledge, this Amendment No. 1 to Annual Report on Form 10-K/A does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this Amendment No. 1 to Annual Report on Form 10-K/A;

 

3.               Based on myknowledge, the financial statements, and other financial information includedin this Amendment No. 1 to Annual Report on Form 10-K/A, fairly present in allmaterial respects the financial condition, results of operations, cash flowsand changes in equity of the registrant as of, and for, the periods presentedin this Amendment No. 1 to Annual Report on Form 10-K/A;

 

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 Amendment No. 1 to Annual Report on Form 10-K/Ais being prepared;

 

(b)         evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this Amendment No. 1 to Annual Report on Form 10-K/A ourconclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this Amendment No. 1 to Annual Report onForm 10-K/A based on such evaluation; and

 

(c)          disclosed inthis Amendment No. 1 to Annual Report on Form 10-K/A any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of this annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and;

 

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

 

(a)          allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

(b)         any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

Date: April 30, 2004

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

 

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