**Exhibit 31.2**

 

**CERTIFICATION OFCHIEF FINANCIAL OFFICER**

 

I, Kurt J. Schnaubelt, certify that:

 

1.               I have reviewed this report onForm 10-Q of Bertucci’s Corporation;

2.               Based on my knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

3.               Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Registrant as of, and for, the periods presented in thisreport;

4.               The Registrant’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 Registrant and have:

a.               designed such disclosurecontrols and procedures, or caused such disclosure controls 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 this  report is being prepared;

b.              evaluated the effectivenessof the Registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

c.               disclosed in this report anychange in the Registrant’s internal control over financial reporting thatoccurred during the Registrant’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the Registrant’sinternal control over financial reporting; and

5.               The Registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the Registrant’s auditors and theRegistrant’s board of directors:

a.               allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely to adverselyaffect the Registrant’s ability to record, process, summarize and reportfinancial information; and

b.              anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Registrant’s internal control over financialreporting.

 

 

Date: November 12, 2003

 

 
|   |   | By:                                                                                                           | /s/ Kurt J.  Schnaubelt |   |
|--------|--------|---------------------------------------------------------------------------------------------------------------|-------------------------|--------|
|   |   | Kurt J.  Schnaubelt                                                                                           |
|   |   | Chief  Financial Officer,  Senior Vice President — Finance and Administration (Chief Accounting Officer) |

 

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