**Exhibit 31.2**

 

**CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, John K.Henry, as Chief Financial Officer of Duane Reade Inc., certify that:

 

1. I havereviewed this quarterly report on Form 10-Q of Duane Reade Inc. for the fiscalquarter ended September 25, 2004;

 

2. Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3. Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report;

 

4. Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and we have:

 

a) Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

 

b) Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this quarterly report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered bythis quarterly report based on such evaluation; and

 

c) Disclosedin this quarterly report any change in the registrant’s internal control overfinancial reporting that occurred during the registrant’s most recent fiscalquarter (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.

 

5. Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent function):

 

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) Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 
| Date: November 12, 2004 | By:    |   | /s/ John K. Henry                                  |
|-------------------------|--------|--------|----------------------------------------------------|
|                    |   |   | John K.  Henry                                     |
|                    |   |   |                                               |
|                    |   |   | Senior Vice  President and Chief Financial Officer |
|                    |   |   | (Principal  Accounting Officer)                    |

 

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