**EXHIBIT 31.2**

 

CHIEFFINANCIAL OFFICER CERTIFICATION PURSUANT TO

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, RobertE. Weil, certify that:

 

1.               I have reviewedthis Quarterly Report on Form 10-Q of MAIR Holdings, Inc. (the “Company”) forthe quarter ended June 30, 2004;

 

2.               Based on myknowledge, this report does not contain any untrue statement of a material factor 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 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.               The Company’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the Company and have:

 

a.               Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the Company, includingits consolidated subsidiaries, is made known to us by others within thoseentities, 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 the Company’sinternal control over financial reporting that occurred during the Company’smost recent fiscal quarter (the Company’s fourth fiscal quarter in the case ofan annual report) that has materially affected, or is reasonably likely tomaterially affect, the Company’s internal control over financial reporting; and

 

5.               The Company’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the Company’s auditors and theaudit committee of the Company’s board of directors (or persons performing theequivalent functions):

 

a.               All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Company’s ability to record, process, summarize and report financialinformation; and

 

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

 
| Date:  August 16, 2004                            |
|--------------------------------------------------------|
|                                                   |
| /s/ ROBERT E. WEIL                                     |   |
|                                                   |
| Robert E. Weil                                         |
| Vice President, Chief  Financial Officer and Treasurer |

 

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