**EXHIBIT 31.2**

 

**Certification**

 

I, John Fitzpatrick, certify that:

 

1.                                      I have reviewed this Amendment No. 1to Quarterly Report on Form 10-Q/A of WII Components, Inc.;

 

2.                                      Based on my knowledge, this report doesnot contain 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 report;

 

3.                                      [Intentionally Omitted];

 

4.                                      The registrant’s other certifying officerand I are responsible for establishing and maintaining disclosure controls andprocedures (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) and15d-15(f)) for the registrant and have:

 

a.                                      Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

b.                                     Designed such internal control overfinancial reporting or caused such internal control over financial reporting tobe designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

 

c.                                      Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d.                                     Disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.                                      The registrant’s other certifying officerand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof the registrant’s board of directors (or persons performing the equivalentfunctions):

 

a.                                      All significant deficiencies and materialweaknesses in the design or operation of internal control over financial reportingwhich are reasonable likely to adversely affect the registrant’s ability torecord, process, summarize and report financial information; and

 

b.                                     Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 
| **Date:  August 14, 2008** | ** **                             |
|---------------------------------|----------------------------------------|
|                            | /s/ John  Fitzpatrick                  |
|                            | John Fitzpatrick                       |
|                            | President and  Chief Executive Officer |

 

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