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                                                                    EXHIBIT 31.2

      I, James Gilbertson, certify that:

      1.    I have reviewed this annual report on Form 10-K of Navarre
Corporation;

      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;

      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 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)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the
registrant and have:

                  c)    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 annual
                  report is being prepared;

                  d)    (Intentionally omitted)

                  e)    evaluated the effectiveness of the registrant's
                  disclosure controls and procedures and presented in this
                  report our conclusion about the effectiveness of the
                  disclosure controls and procedures, as of the end of the
                  period covered by this annual report based on such evaluation;

                  f)    disclosed in this annual report any change in the
                  registrant's internal control over financial reporting that
                  occurred during the registrant's fourth 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 officer 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):

                  g)    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

                  h)    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.

June 29, 2004                                 By  /s/ James Gilbertson
                                              ----------------------------------
                                                      James Gilbertson
                                                      Vice President and
                                                      Chief Financial Officer