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Exhibit 31.2
 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
  1.
    
    I have reviewed this report on Form 10-K of Eddie Bauer Holdings, Inc. (Eddie Bauer);2.
    
    Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the
period covered by this report;3.
    
    Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;4.
    
    The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (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, or caused such disclosure
controls and procedures to be designed
under our supervision, to ensure that
material information relating to the
registrant, including its consolidated
subsidiaries, is made known to us by others
within those entities, particularly during
the period in which this report is being
prepared;b)
    
    Designed such internal control over
financial reporting, or caused such
internal control over financial reporting
to be designed under our supervision, to
provide reasonable assurance regarding the
reliability of financial reporting and the
preparation of financial statements for
external purposes in accordance with
generally accepted accounting principles;c)
    
    Evaluated the effectiveness of the
registrants disclosure controls and
procedures and presented in this report our
conclusions about the effectiveness of the
disclosure controls and procedures, as of
the end of the period covered by this
report based on such evaluation; andd)
    
    Disclosed in this report any change in the
registrants internal control over
financial reporting that occurred during
the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in
the case of an annual report) that has
materially affected, or is reasonably
likely to materially affect, the
registrants internal control over
financial reporting; and
 5.
    
    The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
 a)
    
    All significant deficiencies and material
weaknesses in the design or operation of
internal control over financial reporting
which are reasonably likely to adversely
affect the registrants ability to record,
process, summarize and report financial
information; andb)
    
    Any fraud, whether or not material, that
involves management or other employees who
have a significant role in the registrants
internal control over financial reporting.
 Date: March 12, 2008/s/ Marvin Edward TolandMarvin Edward Toland