**Exhibit 31.2**

 

**CERTIFICATION**

 

I, Kurt J. Schnaubelt, certify that:

 

1.               I have reviewed this quarterly 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 quarterly report;

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

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 Company 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 theCompany, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this quarterlyreport 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 (the Registrant’sfourth fiscal quarter, in the case of an annual report) 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 toadversely affect the Registrant’s ability to record, process, summarize andreport financial 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: August  14, 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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