**Exhibit 31.2**

 

CERTIFICATION OF THE CHIEF FINANCIALOFFICER PURSUANT TOSECTION 302OF THE SARBANES-OXLEY ACT OF 2002

 

I,Mitchell K. Fogelman, certify that:

 

1.               I have reviewed this Quarterly Report on Form10-Q of International Aluminum Corporation;

2.               Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.               Based on my knowledge, the financialstatements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

4.               The registrant’s other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and 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;

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 this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

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 ofthe registrant’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 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:  May 12, 2004 | MITCHELL K. FOGELMAN                  |
|--------------------------|---------------------------------------|
|                     | Mitchell K. Fogelman                  |
|                     | Senior Vice President –  Finance |
|                     | and Chief Financial  Officer          |

 

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