# **EXHIBIT 31.2**

** **

**CERTIFICATIONS**

 

I, Timothy C. Delmore, certify that:

 

1.               I havereviewed this annual report on Form 10-K of Arctic Cat Inc.;

 

2.               Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report.

 

3.               Based on myknowledge, the financial statements, and other financial information includedin this annual 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 annual report.

 

4.               Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:

 

a.               Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared.

 

b.              designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

c.               Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this annual report our conclusions about  effectiveness of the disclosure controls andprocedures as of the end of the period covered by this annual report based onsuch evaluation; and

 

d.              Disclosed inthis annual report any change in the registrant’s internal control overfinancial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

 

5.               TheRegistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions):

 

a.               Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely to  adversely affect the registrant’s ability torecord, process, summarize and report financial information; and

 

b.              Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

 
| Date: June 10, 2005 |                    |
|--------------------------|-------------------------|
|                     | /s/  Timothy C. Delmore |   |
|                     |                    | Timothy C. Delmore, |
|                     |                    | Chief Financial  Officer |
|                          |                         |  |  |

 

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