**Exhibit 31.2**

 

****CERTIFICATIONOF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF2002****

 

I, Vickie L. Capps, certify that:

 

1.               Ihave reviewed this annual report on Form 10-K of dj Orthopedics, Inc.;

 

2.               Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4.               Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(a)          designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

(b)         evaluated theeffectiveness of the 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 in this reportany change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s fourth quarter that has materially affected,or is reasonably likely to materially affect, the registrant’s internal controlover financial reporting; and

 

5.               The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent function):

 

(a)          all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

(b)         any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

 

 
| Date:  | March  12, 2004 | BY:    | /s/  VICKIE L. CAPPS                                                   |   |
|--------|-----------------|--------|------------------------------------------------------------------------|--------|
|   |            |   | Vickie  L. Capps                                                       |
|   |            |   | Senior  Vice President, Finance, Chief Financial Officer and Treasurer |
|        |                 |        |                                                                        |        |  |

 

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