**Exhibit
      31.2**





**CERTIFICATION-Chief
      Financial Officer**




I,
      Robert
      H. Cooper, certify that:




1.
      I have
      reviewed this annual report on Form 10-K/A of Republic Airways Holdings Inc.;




2.
      Based
      on my knowledge, this annual 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 annual report;




3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this annual 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 annual report;




4.
      The
      registrant’s other certifying officers 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 we 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 annual report is being prepared;




b)
      evaluated the effectiveness of the registrant’s disclosure controls and
      procedures and presented in this annual 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




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 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 officers 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 registrant’s board of directors
      (or persons performing the equivalent function):




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.




**REPUBLIC
                AIRWAYS**Date:
                November 3, 2005
              By:
              /s/
                Robert H. CooperRobert
                H. CooperTitle:
                Executive Vice President, Treasurer and
                Secretary