**Exhibit
      31.2**





**Certification
      Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**





I,
      Jeffrey A. Mason, Chief Financial Officer, hereby certify that:





1.  I
      have
      reviewed this report on Form 10-Q of Featherlite, Inc.;





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 officers 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 we 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
      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 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 officers 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 function):





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.




**FEATHERLITE,
              INC.**Date: May
              10,
              2006
            By:
            /s/ JEFFREY
              A. MASONChief
              Financial Officer