**Exhibit 31.2**

 

CERTIFICATION

 

I, Steven B. Barnett, certify that:

 

1. I have reviewed this Annual Report on Form 10-K/A of Rag Shops,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. Based on my knowledge, the financial statements, and other financialinformation included in this quarterly report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))  for the registrant and have: 

 

(a) designed such disclosure controls and procedures to ensure thatmaterial information 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) evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures based on our evaluationas of such evaluation; and

 

(c) disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of anannual report) that materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, basedon our most recent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions):

 

(a) all significant deficiencies and material weaknesses in the designor operation of internal controls over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

 

(b) any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant’s internalcontrol over financial reporting.

 
| **SIGNATURE**                      | ** ** | **TITLE(S)**                    | ** ** | **DATE**          |
|------------------------------------|------------|---------------------------------|------------|-------------------|
|                               |       |                            |       |              |
|   /s/  Steven B. Barnett |       | Executive  Vice President and   |       | February  8, 2005 |
| Steven  B. Barnett                 |       | Acting  Chief Financial Officer |       |              |

 

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