# **Exhibit 31.2**

 

**Certification of ChiefFinancial OfficerPursuant to Section 302 of the**

**Sarbanes-Oxley Act of2002**

 

I,Robert G. Barbieri, certify that:

 

1.     Ihave reviewed this quarterly report on Form 10-Q of LawsonSoftware, Inc.;

 

2.     Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3.     Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.     The registrant’s other certifying officer and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

 

a)              Designed such disclosure controls andprocedures or cause such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)             Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c)              Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures as of the endof the period covered by this report based on such evaluation;

 

d)             Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the fourth fiscal quarter in the caseof an annual report) that has materially affected or is reasonably likely tomaterially affect  the registrant’sinternal control and financial reporting; and

 

5.     Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

 

a)              All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b)             Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| Date:  April 7, 2006 |                                                       |   |
|----------------------|------------------------------------------------------------|--------|
|                 |                                                       |   |
|                 | /s/ ROBERT G. BARBIERI                                     |   |
|                 | Robert  G. Barbieri                                        |
|                 | *Executive  Vice President and* *Chief Financial and* |
| * *             | *Performance  Officer*                                     |
|                      |                                                            |        |  |

 

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