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                                                                    Exhibit 31.2
I, Robert B. Kay, certify that:



1.     I have reviewed this annual report on Form 10-K of Key Components Finance
       Corp.;

2.     Based on my knowledge, this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the period covered
       by this report;

3.     Based on my knowledge, the financial statements, and other financial
       information included in this report, fairly present in all material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the periods presented in this report;

4.     The registrant's other certifying officer and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
       and have:

       (a)    Designed such disclosure controls and procedures, or caused such
              disclosure controls and procedures to be designed under our
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others within those entities, particularly during the
              period in which this report is being prepared;

       (b)    Evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report
              based on such evaluation; and

       (c)    Disclosed in this report any change in the registrant's internal
              control over financial reporting that occurred during the
              registrant's most recent fiscal quarter (the registrant's fourth
              fiscal quarter in the case of an annual report) that has
              materially affected, or is reasonably likely to materially affect,
              the registrant's internal control over financial reporting; and

5.     The registrant's other certifying officer and I have disclosed, based on
       our most recent evaluation of internal control over financial reporting,
       to the registrant's auditors and the audit committee of the registrant's
       board of directors (or persons performing the equivalent functions):

       (a)    All significant deficiencies and material weaknesses in the design
              or operation of Internal control over financial reporting which
              are reasonably likely to adversely affect the registrant'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 a significant role in the registrant's
              internal control over financial reporting.



Date: March 10, 2004
/s/ Robert B. Kay
Robert B. Kay
President


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I, Keith A. McGowan, certify that:



1.           I have reviewed this annual report on Form 10-K of Key Components
             Finance Corp.;

2.           Based on my knowledge, this report does not contain any untrue
             statement of a material fact or omit to state a material fact
             necessary to make the statements made, in light of the
             circumstances under which such statements were made, not misleading
             with respect to the period covered by this report; 3. Based on my
             knowledge, the financial statements, and other financial
             information included in this report, fairly present in all material
             respects the financial condition, results of operations and cash
             flows of the registrant as of, and for, the periods presented in
             this report;

4.           The registrant's other certifying officer and I are responsible for
             establishing and maintaining disclosure controls and procedures (as
             defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
             registrant and have:

             (a)   Designed such disclosure controls and procedures, or caused
                   such disclosure controls and procedures to be designed under
                   our supervision, to ensure that material information relating
                   to the registrant, including its consolidated subsidiaries,
                   is made known to us by others within those entities,
                   particularly during the period in which this report is being
                   prepared;

             (b)   Evaluated the effectiveness of the registrant's disclosure
                   controls and procedures and presented in this report our
                   conclusions about the effectiveness of the disclosure
                   controls and procedures, as of the end of the period covered
                   by this report based on such evaluation; and

             (c)   Disclosed in this report any change in the registrant's
                   internal control over financial reporting that occurred
                   during the registrant's most recent fiscal quarter (the
                   registrant's fourth fiscal quarter in the case of an annual
                   report) that has materially affected, or is reasonably likely
                   to materially affect, the registrant's internal control over
                   financial reporting; and

5.           The registrant's other certifying officer and I have disclosed,
             based on our most recent evaluation of internal control over
             financial reporting, to the registrant's auditors and the audit
             committee of the registrant's board of directors (or persons
             performing the equivalent functions):

             (a)  All significant deficiencies and material weaknesses in the
                  design or operation of Internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant'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 a significant role in the
                  registrant's internal control over financial reporting.



Date: March 10, 2004

/s/ Keith A. McGowan
Keith A. McGowan
Chief Financial Officer