**Exhibit 31.2**

CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER

I,Thomas J. Martini, certify that:

1.               I have reviewedthis annual report on Form 10-K of NATIONAL RV HOLDINGS, INC.;

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

4.               The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal controls over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and 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) Designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

(c) 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 thisreport based on such evaluation; and

(d) 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 the annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal 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 registrant’s board of directors (or personsperforming the equivalent functions):

(a) All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial 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.
| Date: March 29, 2007 |                                         |
|----------------------|----------------------------------------------|
|                 | /s/ Thomas J. Martini                        |
|                 | Thomas J. Martini                            |
|                 | Chief Financial Officer                      |
|                 | (Principal Accounting and Financial Officer) |

 

 

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