**Exhibit 31.2**

 

**CERTIFICATION**

**Pursuant to Section 302 of TheSarbanes-Oxley Act of 2002**

 

I, Mark Perrigo, certify that:

 
| 1.     | I  have reviewed this quarterly report on Form 10-Q of Gladstone Investment  Corporation;                                                                                                                                                                                                                                                                     |
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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;                                                     |
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| 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;                                                                        |
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| 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 suchdisclosure controls and procedures to be designed under our supervision, toensure 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 report is being prepared;

 

b)    Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

 

c)     Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

d)    Disclosed in this report any changes in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

 
| 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): |
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a)     All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely 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 otheremployees who have a significant role in the registrant’s internal control overfinancial reporting.

 

Date: February 2, 2009

 
| /s/ Mark Perrigo          | * * |
|---------------------------|----------|
| Mark Perrigo              |     |
| *Chief Financial Officer* |     |

 

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