**Exhibit 31.2**

 

**CERTIFICATIONPURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Mark J.Flaherty, certify that:

 

(1)       I have reviewed thisannual report on Form 10-K of Sally Holdings LLC and Sally Capital Inc.;

 

(2)       Based on my knowledge,this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

(3)       Based on my knowledge,the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition, resultsof operations and cash flows of the registrants as of, and for, the periodspresented in this report;

 

(4)       The registrants’ othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants andhave:

 

a. Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrants, including their consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b. Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

c. Evaluated the effectiveness of theregistrants’ disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d. Disclosed in this report any change in theregistrants’ internal control over financial reporting that occurred during theregistrants’ most recent fiscal quarter (the registrants’ fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrants’ internal control over financialreporting; and

 

(5)       The registrants’ othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrants’ auditors and theaudit committee of the registrants’ board of directors (or persons performingthe equivalent functions):

 

a. All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrants’ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrants’ internal control over financial reporting.

 

 

Date:       November 26,2007

 

 
| By:    | /s/ Mark J. Flaherty                                  |
|--------|-------------------------------------------------------|
|   | Mark J. Flaherty                                      |
|   | Senior Vice President  and Chief Financial Officer of |
|   | Sally Holdings LLC and  Sally Capital Inc.            |

 

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