**Exhibit 31.2**

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 

I, Thomas J. Martini, certify that:

 

1.                                       Ihave reviewed this annual report on Form 10-K of NATIONAL RV HOLDINGS, INC.;

 

2.                                       Basedon my knowledge, 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.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this annual report;

 

4.                                       Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal controls over financial reporting (as defined in ExchangeAct Rules 13a-15(f) and 15d-15(f)) 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 this annualreport is being prepared;

 

(b)  Designed such internal controlover financial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accounting principles;

 

(c)  Evaluated the effectiveness ofthe registrant’s disclosure controls and procedures and presented in thisannual report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based onsuch evaluation; and

 

(d)  Disclosed in this annualreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of the annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’s internalcontrol over financial reporting; and

 

5.                                       Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions):

 

(a)  All significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably 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: October 5, 2005 | /s/ Thomas J. Martini                         |   |
|-----------------------|-----------------------------------------------|--------|
|                  | Thomas J. Martini                             |
|                  | Chief Financial Officer                       |
|                  | (Principal Accounting and Financial  Officer) |

 

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