**EXHIBIT 31.2**

 

CHIEFFINANCIAL OFFICER CERTIFICATION PURSUANT TO

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, RobertE. Weil certify that:

 

1.               I have reviewed this Annual Report on Form 10-K ofMAIR Holdings, Inc. (the “Company”) for the fiscal year ended March 31, 2004;

 

2.               Based on my knowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.               Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the Company as of, and for, the periods presented in this report;

 

4.               The Company’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company andhave:

 

a.               Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the Company,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

b.              Evaluated the effectiveness of the Company’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

c.               Disclosed in this report any change in the Company’sinternal control over financial reporting that occurred during the Company’smost recent fiscal quarter (the Company’s fourth fiscal quarter in the case ofan annual report) that has materially affected, or is reasonably likely tomaterially affect, the Company’s internal control over financial reporting; and

 

5.               The Company’s other certifying officer and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Company’s auditors and the audit committee of theCompany’s board of directors (or persons performing the equivalent functions):

 

a.               All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the Company’s ability to record,process, summarize and report financial information; and

 

b.              Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the Company’sinternal control over financial reporting.

 
| Date:  June 29, 2004                              |
|--------------------------------------------------------|
|                                                   |
| /s/ ROBERT E. WEIL                                     |   |
|                                                   |
| Robert E. Weil                                         |
| Vice President, Chief  Financial Officer and Treasurer |

 

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