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                                 CERTIFICATIONS

I, Brian A. Byrne, certify that:

         1.  I have reviewed the Quarterly Report on Form 10-Q of Aavid
             Thermal Technologies, Inc. for the quarter ended September 27,
             2003.

         2.  Based on my knowledge, this quarterly 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
             quarterly report;

         3.  Based on my knowledge, the financial statements, and other
             financial information included in this quarterly report,
             fairly present in all material respects the financial
             condition, results of operation and cash flows of the
             registrant as of, and for, the periods presented in this
             quarterly 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-14 and 15d-14) for the registrant and have:

                 a.)      designed such disclosure controls and procedures 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
                          quarterly report is prepared;

                 b.)      evaluated the effectiveness of the registrant's
                          disclosure controls and procedures as of a date
                          within 90 days prior to the filing date of this
                          quarterly report (the "Evaluation Date"); and

                 c.)      presented in this quarterly report our conclusions
                          about the effectiveness of the disclosure controls
                          and procedures based on our evaluation as of the
                          Evaluation Date;

         5.  The registrant's other certifying officers and I have
             disclosed, based on our most recent evaluation, to the
             registrant's auditors and the audit committee of the
             registrant's Board of Directors (or persons performing
             equivalent functions):

                 a.)      all significant deficiencies in the design or
                          operation of internal controls which could adversely
                          affect the registrant's ability to record, process,
                          summarize and report financial data and have
                          identified for the registrant's auditors any material
                          weaknesses in internal controls; and

                 b.)      any fraud, whether or not material, that involves
                          management or other employees who have a significant
                          role in the registrant's internal controls; and

         6.  The registrant's other certifying officers and I have
             indicated in this quarterly report whether there were
             significant changes in internal controls or other factors that
             could significantly affect internal controls subsequent to the
             date of our most recent evaluation, including any corrective
             actions with regard to significant deficiencies and material
             weaknesses.

Dated: November 7, 2003                         /s/ Brian A. Byrne
Brian A. Byrne                                  ------------------
Chief Financial Officer

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