**Exhibit 31.2**

 

**ADVANCED ACCESSORY HOLDINGS CORPORATION**

 

**CERTIFICATIONS**

 

I, Ronald J. Gardhouse, ChiefFinancial Officer, certify that:

 

1.             I have reviewed this quarterly report on Form 10-Q ofAdvanced 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 financial statements, andother financial information included in this quarterly report, fairly presentin all material respects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in this quarterlyreport;

 

4.             The registrant’s other certifying officer and I amresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and 15d-15(f)) forthe registrant 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 registrant, 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 theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

c)             disclosed in the report any changein the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourthfiscal quarter in the case of an annual report) that has materially affected,or is reasonably likely to materially affect, the registrant’s internal controlover financial reporting;

 

5.             The registrant’s other certifying officer and I havedisclosed, 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 andmaterial weaknesses in the design or operation of internal controls overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

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

 

Date:  August 11, 2004

 
|   | /s/ RONALD  J. GARDHOUSE       |   |
|--------|--------------------------------|--------|
|   | Ronald J.  Gardhouse           |
|   | Chief  Financial Officer       |
|   | (Principal  Financial Officer) |

 

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