**Exhibit 31.2**

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**Section 302 Certification  by Chief Financial Officer**

I, Barry J. Susson, certify  that: 

| 1.     | I        have reviewed this annual report on Form 10-K of Deb Shops, Inc.;                                                                                                                                                                                                                                                                                    |
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|   |                                                                                                                                                                                                                                                                                                                                                          |
| 2.     | Based on my knowledge, this report does not contain any untrue statement      of a material fact or omit to state a material fact necessary to make the      statements made, in light of the circumstances under which such statements      were made, not misleading with respect to the period covered by this report;                                     |
|   |                                                                                                                                                                                                                                                                                                                                                          |
| 3.     | Based on my knowledge, the financial statements, and other financial information      included in this report, fairly present in all material respects the financial      condition, results of operations and cash flows of the registrant as of,      and for, the periods presented in this report;                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                          |
| 4.     | The registrant’s other certifying officer and I are responsible for      establishing and maintaining disclosure controls and procedures (as defined      in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over      financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))      for the registrant and have: |
|   |                                                                                                                                                                                                                                                                                                                                                          |
|        | (a)                                                                                                                                                                                                                                                                                                                                                           | Designed such disclosure      controls and procedures, or caused such disclosure controls and procedures      to be designed under our supervision, to ensure that material information      relating to the registrant, including its consolidated subsidiaries, is      made known to us by others within those entities, particularly during the      period in which this report is being prepared; |
|        |                                                                                                                                                                                                                                                                                                                                                          |   |
|        | (b)                                                                                                                                                                                                                                                                                                                                                           | Designed such internal      control over financial reporting, or caused such internal control over financial      reporting to be designed under our supervision, to provide reasonable assurance      regarding the reliability of financial reporting and the preparation of      financial statements for external purposes in accordance with generally      accepted accounting principles; |
|        |                                                                                                                                                                                                                                                                                                                                                          |   |
|        | (c)                                                                                                                                                                                                                                                                                                                                                           | Evaluated the effectiveness      of the registrant’s disclosure controls and procedures and presented      in this report our conclusions about the effectiveness of the disclosure      controls and procedures, as of the end of the period covered by this report      based on such evaluation; and |
|        |                                                                                                                                                                                                                                                                                                                                                          |   |
|        | (d)                                                                                                                                                                                                                                                                                                                                                           | Disclosed in this report      any change in the registrant’s internal control over financial reporting      that occurred during the registrant’s most recent fiscal quarter (the      registrant’s fourth quarter in the case of an annual report) that has      materially affected, or is reasonably likely to materially affect, the registrant’s      internal control over financial reporting; and |
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| 5.     | The registrant’s other certifying officer and I have disclosed, based      on our most recent evaluation of internal control over financial reporting,      to the registrant’s auditors and the audit committee of registrant’s      board of directors (or persons performing the equivalent functions):                                     |
|   |                                                                                                                                                                                                                                                                                                                                                               |
|        | (a)                                                                                                                                                                                                                                                                                                                                                           | All significant deficiencies      and material weaknesses in the design or operation of internal control over      financial reporting which are reasonably 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 management or other employees who have        a significant role in the registrant’s internal control over financial        reporting. |
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| Date: April 10, 2006 |                                                                         |
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|                      | /s/ Barry      J. Susson                                                     |
|                      |                                                                              |
|                      | Barry J. Susson, CPA,        Chief Financial Officer and Assistant Secretary |

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