Exhibit 31.2



Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



I, Jeffery A. Mason, Chief Financial Officer, certify that:



|1. | I have reviewed this annual report on Form 10-K of Featherlite, Inc.;
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|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 report;
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|3. | Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of
operation and cash flows of the registrant as of, and for, the periods presented in this annual report;
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4. The registrants other certifying officers 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 we 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 presented in this report our conclusions about the effectiveness of the disclosure 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 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 officers 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 function):



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.



|                     |  |  |  |     |  |                      |  |                        
|-------------------- |  |  |  | --- |  | -------------------- |  | -----------------------
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|Date: April 14, 2004 |  |  |  | By: |  | /s/ Jeffery A. Mason
|                     |  |  |  |     |  |                      | 
|                     |  |  |  |     |  |                      |  | Chief Financial Officer