**Exhibit 31.2**

**CHIEF FINANCIAL OFFICER CERTIFICATION**

I, Steven Macri, Chief Financial Officer of WMG Acquisition Corp., certifythat: 

1. I have reviewed this quarterly report on Form 10-Q for the period ended December 31, 2008 of WMG Acquisition Corp. (the“Registrant”); 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state amaterial 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 thefinancial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 

4. TheRegistrant’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 definedin Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: 

a) Designed such disclosure controls andprocedures, 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 thoseentities, particularly during the period in which this report is being prepared; 

b) Designed such internal control overfinancial 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 forexternal purposes in accordance with generally accepted accounting principles; 

c) Evaluated the effectiveness of theRegistrant’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; and

d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurredduring the Registrant’s most recent fiscal quarter 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 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; and 

b) Any fraud, whether or not material, that involves management orother employees who have a significant role in the Registrant’s internal control over financial reporting. 

Dated: February 5, 2009 

 

 

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