**Exhibit 31.2**

 

CERTIFICATION

 

I, Joseph J. Sum, certify that:

 

1.                    I havereviewed this annual report on Form 10-K of Continental Materials Corporation;

 

2.                    Based on myknowledge, this annual 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 annual report;

 

3.                    Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations, cash flows and changes in equity of theregistrant as of, and for, the periods presented in this annual 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 annual report is being prepared;

 

(b)             evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this annual report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisannual report based on such evaluation; and

 

(c)              disclosed inthis annual report any change in the registrant’s internal control overfinancial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of this annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reportingt; 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 of directors(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 toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

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

 
| Date: April 1, 2004 |                                       |
|---------------------|--------------------------------------------|
|                |                                       |
|                | By:                                        | /s/ Joseph J. Sum |   |
|                | Joseph J. Sum                              |
|                | Vice President and Chief Financial Officer |
|                     |                                            |  |  |  |

 

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