**Exhibit 31.2**

 

**ADVANCED ACCESSORY HOLDINGSCORPORATION**

 

**CERTIFICATIONS**

 

I,Ronald J. Gardhouse, Chief Financial Officer, certify that:

 

1.             I have reviewed this quarterly report on Form10-Q of Advanced Accessory Holdings Corporation;

 

2.             Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

 

3.             Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this quarterly report;

 

4.             The registrant’s other certifying officer andI am responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and15d-15(f)) for the registrant and we have:

 

a)             designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our 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; and

 

b)            evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

c)             disclosed in the report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting;

 

5.             The registrant’s other certifying officer andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)             all significant deficiencies and materialweaknesses in the design or operation of internal controls over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b)            any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting;

 

 
| Date:  November 12, 2004 |                           |
|--------------------------|--------------------------------|
|                     |                           |
|                     |                           |
|                     | /s/  RONALD J. GARDHOUSE       |   |
|                     | Ronald  J. Gardhouse           |
|                     | Chief  Financial Officer       |
|                     | (Principal  Financial Officer) |

 

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