EXHIBIT 31.2
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                    PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, David A. Miller, certify that:

1.       I have reviewed this Amendment No. 1 to the Annual Report on Form
10-K/A of Fab Industries, Inc.; and

2.       Based on my knowledge, this 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.

Date:  March 29, 2004
                                               By: /s/ David A. Miller
                                                   -----------------------------
                                               Name:   David A. Miller
                                               Title:  Chief Financial Officer