**EXHIBIT 31.2**

**CERTIFICATION PURSUANT TO SECTION 302**

**OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Amanda J. Bokman, certify that:

 

1.                                       I have reviewedthis annual report on Form 10-K/A of J. Crew Group, Inc., J. Crew IntermediateLLC and J. Crew Operating Corp.;

 

2.                                       Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3                                          Based on myknowledge, the financial statements and other financial information included inthis report fairly present in all material respects the financial condition,results of operations and cash flows of each registrant as of, and for, theperiods presented in this report;

 

4.                                       Each registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for such registrant and have:

 

a)                                      Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to such 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)                                     Evaluated theeffectiveness of such 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; and

 

c)                                      Disclosed inthis report any change in such registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal year in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, suchregistrant’s internal control over financial reporting; and

 

5.                                       Each registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to such registrant’sauditors and the audit committee of such registrant’s board of directors (orpersons performing the equivalent functions):

 

a)                                      All significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect suchregistrant’s ability to record, process, summarize and report financialinformation; and

 

b)                                     Any fraud,whether or not material, that involves management or other employees who have asignificant role in such registrant’s internal control over financialreporting.

 

Dated: October 22, 2004

 
| /s/  Amanda J.  Bokman          |   |   |
|-------------------------------------------|--------|--------|
| Amanda J. Bokman  Chief Financial Officer |   |

 

 

 

 

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