Exhibit 31.2





ICONIX BRAND GROUP,
INC.




CERTIFICATION PURSUANT TO RULE 13a-14 OR
15d-14 OF




THE SECURITIES EXCHANGE ACT OF 1934, AS
ADOPTED PURSUANT TO




SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002




I, Warren Clamen, certify
that:




1. I have reviewed this Quarterly Report
on Form 10-Q for the period ended March 31, 2009 of Iconix Brand Group,
Inc.;




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(s) 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
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




5. The registrant’s other certifying
officer(s) 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 the 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: May 8, 2009




/s/ Warren
      ClamenWarren
    ClamenExecutive Vice President and Chief
      Financial Officer