**Exhibit 31.2**

**CERTIFICATION**

I, Ronald W. Ristau, Chief Operating Officer and ChiefFinancial 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 on myknowledge, 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 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(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)         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)         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 andpreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

(c)         Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisquarterly report based on such evaluation; and

(d)         Disclosedin this report any changes in the registrant’s internal controls over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected or is reasonably likely to materially affect, theregistrant’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)         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 a significant role in theregistrant’s internal control over financial reporting.

| Dated: September 7,  2006 |     | /s/ RONALD W.  RISTAU         |
|--------------------------------|----------|-------------------------------|
|                           |     | Ronald W. Ristau              |
|                           | * * | *Chief Operating Officer and* |
|                           | * * | *Chief Financial Officer*     |

 

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