**EXHIBIT 31.2**

 

**CERTIFICATION OF****CHIEFFINANCIAL OFFICER****OF****WORLDFINANCIAL NETWORK NATIONAL BANK, AS SERVICER OF****WORLDFINANCIAL NETWORK CREDIT CARD MASTER TRUST**

 

I, Daniel T. Groomes, certify that:

 

I have reviewed this report onForm 10-K of World Financial Network Credit Card Master Trust;

 

Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this report;

 

The registrant’s othercertifying officer(s) and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.        Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

b.        Evaluated theeffectiveness 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 thisreport based on such evaluation; and

 

c.        Disclosed in this reportany change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

The registrant’s othercertifying officer(s) and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the registrant’s auditors andthe audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):

 

a.        All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting that are reasonably likely to adversely affect the registrant’s ability torecord, process, summarize and report financial information; and

 

b.        Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

 

Date: March 30, 2004

 
| /s/ Daniel T. Groomes   |   |
|-------------------------|--------|
|                    |
| Daniel T. Groomes       |
| Chief Financial Officer |