**EXHIBIT 31.2**

 

**CERTIFICATION**

 

I, DennisM. Lindahl, Executive Vice President, Chief Financial Officer and Treasurer,certify that:

 

1.               I have reviewed this quarterly report on Form 10-Q ofGander Mountain Company;

 

2.               Based on my knowledge, this 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 thisreport;

 

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

 

4.               The Company’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company andwe have:

 

a)              designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the Company,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

b)             evaluated the effectiveness of the Company’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

c)              disclosed in this report any change in the Company’sinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) that occurred during the Company’s most recent fiscalquarter (the Company’s fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, theCompany’s internal control over financial reporting.

 

5.               The Company’s other certifying officer and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Company’s auditors and the audit committee of theCompany’s board of directors (or persons performing the equivalent functions):

 

a)              all significant deficiencies and material weaknesses inthe design or operation of internal control over financial reporting which arereasonably likely to adversely affect the Company’s ability to record, process,summarize and report financial information; and

 

b)             any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the Company’sinternal control over financial reporting.

 

 

Date:  June 13, 2005

 
|     | /s/  Dennis M. Lindahl                   |   |
|----------|------------------------------------------|--------|
|     | Dennis  M. Lindahl                       |
| * * | *Executive Vice  President,*             |
|     | *Chief Financial  Officer and Treasurer* |

 

1

----