**EXHIBIT 31.2**

 

**Certification**

 

I, John Fitzpatrick, certify that:

 

1.             I have reviewed thisquarterly report on Form 10-Q of WII Components, Inc.;

 

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

 

3.             Based on myknowledge, the consolidated financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

 

4.             The registrant’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e))for the registrant and have:

 

                                                a.             Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

                                                b.             Evaluated the effectiveness ofthe registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

                                                c.             Disclosed in this report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

5.             The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

 

                                                a.             All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonable likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

                                                b.             Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

 
| **Date:  May 12, 2008** | ** **                            |
|------------------------------|---------------------------------------|
|                         | /s/ John Fitzpatrick                  |
|                         | John Fitzpatrick                      |
|                         | President and Chief Executive Officer |

 

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