**EXHIBIT 31.2**

**302 CERTIFICATIONOF CHIEF FINANCIAL OFFICER**

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 a materialfact or omit to state a material fact necessary to make the statements made, inlight 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 officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) an internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and   15d-15(f) for the registrant andhave:

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 thisannual report is being prepared.

b.      Designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

c.      Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this annualreport our conclusions about  theeffectiveness of the disclosure controls and procedures as of the end of theperiod covered by this annual report based on such evaluation; and

d.Disclosed in this annual report any change in the registrant’s internal controlover financial reporting that occurred during the registrant’s most recentfiscal quarter (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.

5.               Theregistrant’s other certifying officer 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.      All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarizeand 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:June 14, 2006
|        | /s/ TIMOTHY C.  DELMORE  |   |
|--------|--------------------------|--------|
|   | Timothy C.  Delmore,     |
|   | Chief Financial  Officer |

 

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