**Exhibit 31.2**

 

**CERTIFICATION UNDER THE EXCHANGE ACT RULES**

 

I, Steven J. Janusek,certify that:

 

1.                     I havereviewed this quarterly report on Form 10-Q of Reddy Ice Holdings, Inc.;

 

2.                     Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                     Based on myknowledge, the financial statements, and other financial information includedin 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.                     Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a)         designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

b)        Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this 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

 

c)         Disclosed in this reportany change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

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

 

a)         All significantdeficiencies and material weaknesses in the design or operation of internalcontrols which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b)        Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal controls over financial reporting.

 

 
| Date:   November 10, 2004 |                                       |
|--------------------------------|--------------------------------------------|
|                           |                                       |
|                           | /s/ STEVEN J. JANUSEK                 |
|                           | Steven J. Janusek, Chief Financial Officer |

 

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