**Exhibit 31.2**

 

**CERTIFICATION OF CHIEF FINANCIAL OFFICER**

 

I, David G. Lloyd, certifythat:

 

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

2.             Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered 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 other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))[omitted]for the Registrant and have:

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

b.              [omitted]

c.               evaluated the effectiveness of the Registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

d.              disclosed in this report any change in the Registrant’sinternal control over financial reporting that occurred during the Registrant’smost recent fiscal quarter (the Registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially affect, the Registrant’s internal control over financial reporting;and

5.             The Registrant’s other certifying officer andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Registrant’s auditors and the audit committee ofthe Registrant’s board of directors:

a.               all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Registrant’sability to record, process, summarize and report financial information; and

b.              any fraud, whether or not material, that involves management or other employeeswho have a significant role in the Registrant’s internal control over financialreporting.

 

 
| Date:  January 19, 2006 |                                             |
|-------------------------|--------------------------------------------------|
|                    | By:                                              | /s/  David G. Lloyd |   |
|                    | David  G. Lloyd                                  |
|                    | President,  Chief Financial Officer and Director |
|                         |                                                  |  |  |

 

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