**Exhibit31.2**

 

**CERTIFICATIONS**

 

 

I, John Wille, certify that:

 

1.               I have reviewed this Quarterly Report onForm 10-Q of Russ Berrie and Company, Inc.;

 

2.               Based on my knowledge, this report doesnot contain 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 certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:

 

a.                   Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b.                  Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour 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 any changein the registrant’s internal control over financial reporting that occurredduring the registrant’s  most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

 

5.               The registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors (or persons performingequivalent functions):

 

a.                   All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

b.                  Any fraud, whether or not material,that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| Date:  August 14,  2003 |   |   |                                        | /s/ JOHN D. WILLE |   |
|----------------------------------------|--------|--------|---------------------------------------------|-------------------|--------|
|                                   |   |   | John D. Wille                               |
|                                   |   |   | Vice President and  Chief Financial Officer |

 

 

Asigned original of this written statement has been provided to Russ Berrie andCompany, Inc. and will be retained by Russ Berrie and Company, Inc.and furnished to the Securities and Exchange Commission or its staff uponrequest.

 

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