**Exhibit 31.2**

** **

**CFO CERTIFICATIONPURSUANT TO SECTON 302 OF**

**THE SARBANES-OXLEYACT OF 2002**

 

I, William M. Smartt, certifythat:

 

1.  I have reviewed this quarterly report on Form 10-Q of BuildingMaterials Holding Corporation (“Registrant”);

 

2.  Based on my knowledge, this quarterly report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisquarterly report;

 

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

 

4.  The Registrant’s other certifying officers and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

 

(a) designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

 

(b) evaluatedthe effectiveness of the Registrant’s disclosure controls and procedures andpresented in this quarterly report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered bythis report based on such evaluation; and

 

(c) disclosedin this quarterly report any change in the Registrant’s internal control overfinancial reporting that occurred during the Registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect, the Registrant’s internal control over financial reporting.

 

5.  The Registrant’s other certifying officers and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the Registrant’s auditors and the audit committee of Registrant’sboard of directors (or persons performing the equivalent functions):

 

(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) any fraud,whether or not material, that involves management or other employees who have asignificant role in the Registrant’s internal control over financial reporting.

 
| Date: May 4,  2004 | */s/ William M. Smartt*                            |   |
|--------------------|----------------------------------------------------|--------|
|               | William M.  Smartt                                 |
|               | Senior Vice  President and Chief Financial Officer |
|               | (Principal  Financial Officer)                     |

 

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