# **Exhibit 31.2**

# ** **

**Certification of Chief Financial Officer**

 

I, Robert G. Barbieri,certify that:

 

1.               I have reviewed this annual report on Form 10-Kof Lawson Software, Inc.;

 

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 financial statements,and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report;

 

4.               The registrant’s other certifying officer and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over reporting (as defined in Exchange Act Rules 13a-15(f) and15-d-15(f)) for the registrant and have:

 

a)              Designed such disclosure controls andprocedures or cause 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 which thisreport is being prepared;

 

b)    Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

c)              Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures as of the endof the period covered by this report based on such evaluation; and

 

d)             Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the fourth fiscal quarter in the caseof an annual report) that has materially affected or is reasonably likely tomaterially affect the registrant’s internal control and financial reporting;and

 

5.               The registrant’s other certifying officer and Ihave 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 (or persons performing the equivalentfunctions):

 

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, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| Date:  July 29, 2005 |                                                       |
|---------------------------|------------------------------------------------------------|
|                      |                                                       |
|                      | /s/ Robert G. Barbieri                                     |   |
|                      | Robert  G. Barbieri                                        |
| * *                  | *Executive  Vice President and* *Chief Financial and* |
| * *                  | *Performance  Officer*                                     |

 

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