**Exhibit 31.2**

**CERTIFICATION**

I, Ronald W.Ristau, Chief Operating Officer and Chief Financial Officer of New York &Company, Inc., certify that:

1.     I havereviewed this Quarterly Report on Form 10-Q of New York &Company, Inc.;

2.     Based onmy knowledge, this annual 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 onmy knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this quarterly report;

4.     Theregistrant’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internalcontrol over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and we have:

(a)         Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this quarterly report is beingprepared;

(b)         Designed such internal control over financial reporting orcaused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

(c)         Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this quarterly report based on such evaluation; and

(d)         Disclosed in this report any changes in the registrant’sinternal controls 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.     Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

(a)         All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and

(b)         Any fraud, whether or not material, that involves managementor other employees who have a significant role in the registrant’s internalcontrol over financial reporting.

| Dated: June 8, 2006 |   |                          |
|--------------------------|--------|-------------------------------|
|                     |   | /s/ RONALD W. RISTAU          |
|                     |   | Ronald W. Ristau              |
|                     |   | *Chief Operating Officer and* |
|                     |   | *Chief Financial Officer*     |

 

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