Exhibit 31.2



CERTIFICATION



I, Roy E. Green, certify that:



1. I have reviewed this annual report on Form 10-K of Cygne Designs, Inc.



2. Based on my knowledge, this annual 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 coved by this annual report;



3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows
of the Company as of, and for, the periods presented in this annual report;



4.
The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13 (a) -15 (e) and 15 (d)- 15 (e) for the Company and we 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 Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
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| | b. | evaluated the effectiveness of the Company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
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| | c. | disclosed in this report any change in the Companys internal control over financial reporting that occurred during the Companys most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and
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5. The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
Companys auditors and the audit committee of the Companys board of directors ( or persons performing the equivalent function):



| | a. | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonable likely to adversely affect the
Companys ability to record, process, summarize, and report financial information; and
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| | b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting.
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|                   |  |     |  |                                               
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|Date: May 24, 2004 |  | By: |  | /s/ Roy E. Green                              
|                   |  |     |  | Roy E, Green                                  
|                   |  |     |  | Senior Vice President- Chief Financial Officer