**EXHIBIT 31.2****CERTIFICATION**I, Chad M. Utrup, certify that:1. I have reviewed this quarterly report on Form 10-Q of Commercial Vehicle Group, Inc andSubsidiaries;2. Based on my knowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading with respect to theperiod covered by this quarterly report;3. Based on my knowledge, the financial statements, and other information included in thisquarterly report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in thisquarterly report;4. The registrant’s other certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and we have: a. Designed such disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this quarterly report is beingprepared;  b. Designed such internal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accounting principles;  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures andpresented in this quarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this quarterly report based onsuch evaluation; and  d. Disclosed in this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financialreporting; and5. The registrant’s other certifying officers and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’s auditors andaudit committee of the registrant’s board of directors (or persons performing the equivalentfunction): a. All significant deficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adversely affect theregistrant’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 asignificant role in the registrant’s internal control over financial reporting.August 3, 2007         /s/ Chad M. Utrup   Chad M. Utrup   Chief Financial Officer