**EXHIBIT 31.2**

 

**CERTIFICATION**

 

I, Dennis M. Lindahl, Executive Vice President, Chief Financial Officerand Treasurer, certify that:

 

1.           I have reviewed thisquarterly report on Form 10-Q of Gander Mountain Company;

 

2.           Based on my knowledge, this reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.           Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Company as of, and for, the periods presented in thisreport;

 

4.           The Company’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the Company and we have:

 

a)             designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe Company, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)            evaluated the effectiveness of theCompany’s disclosure controls and procedures and presented in this report ourconclusions 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 changein the Company’s internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during theCompany’s most recent fiscal quarter (the Company’s fourth fiscal quarter inthe case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the Company’s internal control over financialreporting.

 

5.           The Company’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the Company’s auditors and the auditcommittee of the Company’s board of directors (or persons performing theequivalent functions):

 

a)             all significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the Company’sability 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 theCompany’s internal control over financial reporting.

 

 
| Date:  September 12, 2005 |     |                                    |
|-------------------------------------|----------|-----------------------------------------|
|                                |     | /s/ Dennis M. Lindahl                   |   |
|                                |     | Dennis M. Lindahl                       |
| * *                            | * * | *Executive Vice President,*             |
| * *                            | * * | *Chief Financial Officer and Treasurer* |

 

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