Exhibit 31.2

                                  CERTIFICATION


I, Douglas C. Felderman, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of Factory 2-U Stores,
     Inc. (the "Registrant").

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)) 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)  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

     (c)  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
          fiscal 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.



     Date:    September 16, 2003            /s/ Douglas C. Felderman
                                            ------------------------
                                            Name:  Douglas C. Felderman
                                            Title: Executive Vice President and
                                                   Chief Financial Officer