**Exhibit 31.2**

 

**Certification of ChiefFinancial OfficerPursuant to Section 302 of theSarbanes-Oxley Act of 2002**

 

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 othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) 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)             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; and

 

c)              Disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the fourth fiscal quarter in thecase of an annual report) that has materially affected or is reasonably likelyto materially affect the registrant’sinternal control and financial reporting; and

 

5.     The registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performingthe 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:  January 7, 2005                                                  |
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| /s/ ROBERT G. BARBIERI                                                  |   |
| Robert  G. Barbieri                                                     |
| *Executive Vice President  and Chief Financial and Performance Officer* |

 

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