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                                                                                                       Exhibit 31.2

                                                   CERTIFICATION

         I, Phillip J. Pacey, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of O'Sullivan Industries, Inc.

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; and

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 operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

4.       The registrant's other certifying officer(s) 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 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 quarterly 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(s) 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:    November 13, 2003                                                    /s/ Phillip J. Pacey
                                                              ____________________________________
                                                                            Senior Vice President and
                                                                             Chief Financial Officer
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