# **Exhibit 31.2**

** **

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

**Sarbanes-Oxley Act of2002**

 

I,Robert G. Barbieri, certify that:

 

1.     I have reviewed this quarterlyreport on Form 10-Q of Lawson Software, Inc.;

 

2.     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;

 

3.     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;

 

4.     The registrant’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and have:

 

a)              Designedsuch disclosure controls and procedures or cause such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)    Designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

 

c)              Evaluatedthe effectiveness 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;

 

d)             Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (thefourth fiscal quarter in the case of an annual report) that has materiallyaffected or is reasonably likely to materially affect the registrant’s internalcontrol and financial reporting; and

 

5.     The registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors (or persons performing theequivalent functions):

 

a)              Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)             Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

 

 
| Date: January 6, 2006 |                                                                         |
|----------------------------|------------------------------------------------------------------------------|
|                       |                                                                         |
|                       |                                                                         | /s/ ROBERT G. BARBIERI |   |
|                       | Robert G. Barbieri*Executive Vice President and*  *Chief Financial and* |
|                       | *Performance Officer*                                                        |
|                            |                                                                              |  |  |

 

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