**EXHIBIT31.2**

 

CHIEFFINANCIAL OFFICER CERTIFICATION PURSUANT TO

SECTION 302OF THE SARBANES-OXLEY ACT OF 2002

 

I,Paul F. Foley, certify that:

 

1.               Ihave reviewed this Annual Report on Form 10-K of MAIR Holdings, Inc.for the fiscal year ended March 31, 2008;

 

2.               Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.               Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.               Iam responsible for establishing and maintaining disclosure controls andprocedures (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) and15d-15(f)) for the registrant and have:

 

a.               Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder my supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b.              Designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under my supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

 

c.               Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this report myconclusions 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 inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.               Ihave disclosed, based on my most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofthe registrant’s board of directors (or persons performing the equivalentfunctions):

 

a.               Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b.              Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

 

Date:  May 30, 2008

 
| /s/ PAUL F. FOLEY |   |
|-------------------|--------|

 

Paul F. Foley

President, ChiefExecutive Officer and acting Chief Financial Officer

 

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