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                                                                                                       Exhibit 31.1

                                                   CERTIFICATION

         I, Robert S. Parker, certify that:

1.       I have reviewed this annual report on Form 10-K of O'Sullivan Industries Holdings, Inc.

2.       Based on my knowledge, this annual report does not contain 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, not misleading with respect to the period covered by this annual report; and

3.       Based on my knowledge, the financial statements, and other financial information included in this annual
report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

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

                  (a)      Designed such disclosure controls and procedures, or caused such disclosure controls and
         procedures to be designed under our supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
         particularly during the period in which this report is being prepared;

                  (b)      Evaluated the effectiveness of the registrant's disclosure controls and procedures and
         presented in this report our conclusions about the effectiveness of the 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 change in the registrant's internal control over financial
         reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter
         in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
         registrant's internal control over financial reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):

                  (a)      All significant deficiencies and material weaknesses in the design or operation of internal
         control over financial reporting which are reasonably likely to adversely affect the registrant's ability 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 the registrant's internal control over financial reporting.

Date:    September 28, 2004                                                   /s/ Robert S. Parker
                                                                                Robert S. Parker
                                                                      President and Chief Executive Officer

                                                                                                       Exhibit 31.2

                                                   CERTIFICATION

         I, Rick A. Walters, certify that:

1.       I have reviewed this annual report on Form 10-K of O'Sullivan Industries Holdings, Inc.

2.       Based on my knowledge, this annual report does not contain 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, not misleading with respect to the period covered by this annual report; and

3.       Based on my knowledge, the financial statements, and other financial information included in this annual
report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

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

                  (a)      Designed such disclosure controls and procedures, or caused such disclosure controls and
         procedures to be designed under our supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
         particularly during the period in which this report is being prepared;

                  (b)      Evaluated the effectiveness of the registrant's disclosure controls and procedures and
         presented in this report our conclusions about the effectiveness of the 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 change in the registrant's internal control over financial
         reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter
         in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
         registrant's internal control over financial reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):

                  (a)      All significant deficiencies and material weaknesses in the design or operation of internal
         control over financial reporting which are reasonably likely to adversely affect the registrant's ability 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 the registrant's internal control over financial reporting.

Date:    September 28, 2004                                                    /s/ Rick A. Walters
                                                                                 Rick A. Walters
                                                                          Executive Vice President and
                                                                             Chief Financial Officer
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