CERTIFICATION OF CHIEF FINANCIAL OFFICER
  1.
    
    I have reviewed this annual report on Form 10-K of P.F. Changs China Bistro, Inc.;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 officers 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 we
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; 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 officers 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:
 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: February 16, 2011
    
    /s/ MARK D. MUMFORDMark D. MumfordChief Financial Officer
 3