**EXHIBIT31.2**

 

**CERTIFICATION**

 

I, Dennis M. Lindahl, ExecutiveVice President, Chief Financial Officer, Secretary and Treasurer, certify that:

 

1.       Ihave reviewed this quarterly report on Form 10-Q of Gander Mountain Company;

 

2.       Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.       Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Company as of, and for,the periods presented in this report;

 

4.       TheCompany’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the Company and we have:

 

a)      designed such disclosure controls and procedures,or caused 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’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 this report any change in theCompany’s internal control over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f)) that occurred during the Company’s most recentfiscal quarter (the Company’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the Company’s internal control over financial reporting.

 

5.       TheCompany’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theCompany’s auditors and the audit committee of the Company’s board of directors(or persons performing the equivalent functions):

 

a)      all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Company’s abilityto 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 10, 2004 |                                                                           |
|---------------------------|--------------------------------------------------------------------------------|
|                      |                                                                           |
|                      | /s/ Dennis  M. Lindahl                                                         |   |
|                      | Dennis M.  Lindahl                                                             |
|                      | *Executive Vice President, Chief Financial  Officer,  Secretary and Treasurer* |

 

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