CERTIFICATION


I, Jeffrey S. Kulka,  Principal Financial Officer of Aearo Corporation,  certify
that:

          I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  Aearo
     Corporation;

          Based on my  knowledge,  this  quarterly  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 quarterly report;

          Based on my knowledge,  the financial statements,  and other financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

          The registrant's  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 registrant 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
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this quarterly 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  registrant's  disclosure
          controls and  procedures  and presented in this  quarterly  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  quarterly   report  any  change  in  the
          registrant's  internal control over financial  reporting that occurred
          during the registrant's most recent fiscal quarter that has materially
          affected  ,  or  is  reasonably  likely  to  materially   affect,  the
          registrant's internal control over financial reporting; and

     The registrant's  other certifying  officer and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or person 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 registrant's  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  registrant's  internal
     control over financial reporting.



Date:  August 14, 2003

                                         /s/ Jeffery S. Kulka
                                         _________________________
                                         Jeffrey S. Kulka
                                         Vice President, Chief Financial Officer
                                         Treasurer and Secretary
                                         (Principal Financial Officer)