**Exhibit 31.2**

CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER

I,Thomas J. Martini, certify that:

1.     I have reviewed this quarterly report on Form 10-Q ofNATIONAL RV HOLDINGS, INC.;

2.     Based on my knowledge, this quarterly 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 quarterly 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 officer and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlsover financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed suchdisclosure 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) Designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

(c) Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this quarterly report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

(d) Disclosed inthis 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; and

5.     Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions):

(a) All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial 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: November 10, 2006 |   |                                         |
|-------------------------|--------|----------------------------------------------|
|                    |   |                                         |
|                    |   | /s/ Thomas J. Martini                        |
|                    |   | Thomas J. Martini                            |
|                    |   | Chief Financial Officer                      |
|                    |   | (Principal Accounting and Financial Officer) |

 

 

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