# **Exhibit 31.2**

#  

**Certification of ChiefFinancial Officer**

 

I,Robert G. Barbieri, certify that:

 

1.               I havereviewed this quarterly report on Form 10-Q/A of Lawson Software, Inc.;

 

2.               Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.               [omitted];

 

4.               Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls 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)              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 accounting principles;

 

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 thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter (the fourthfiscal quarter in the case of an annual report) that has materially affected oris reasonably likely to materially affect  the registrant’s internal control andfinancial 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: October 14, 2005 |                                                                         |
|-----------------------------|------------------------------------------------------------------------------|
|                        |                                                                         |
|                        |                                                                         | /s/ Robert G.  Barbieri |   |
|                        | Robert G. Barbieri*Executive Vice President and*  *Chief Financial and* |
|                        | *Performance Officer*                                                        |
|                             |                                                                              |  |  |

 

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