1.
    
    I have reviewed this annual report on Form 10-K of Compass Diversified
Holdings and Compass Group Diversified Holdings LLC;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)) and internal
control over financial reporting (as defined in exchange act rules
13a-15(f) and 15d -15(f)) 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)
    
    Designed such internal control over financial
reporting, or caused such internal control over
financial reporting to be designed under our
supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of financial statements for external
purposes in accordance with generally accepted
accounting principles;(c)
    
    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(d)
    
    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 13, 2009

/s/ James J. BottiglieriJames J. BottiglieriRegular Trustee of Compass Diversified Holdings
Chief Financial Officer
Compass Group Diversified Holdings LLC