**Exhibit 31.2**

 

**CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICER**

 

I Joseph Driscoll,certify that:

 

1.               I have reviewed this Amendment No. 1 to QuarterlyReport on Form 10-Q/A of Summer Infant, Inc.

 

2.               Based on my knowledge, this quarterly report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich statements were made, not misleading with respect to the period coveredby this report.

 

3.               Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial aspects the financial conditions, results of operations and cash flowsof the issuer as of, and for, the periods presented in this report.

 

4.               The issuer’s other certifying officers and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the issuer and have:

 

a.               Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the issuer is madeknown to us by others within the company, particularly during the period inwhich this report is being prepared;

 

b.              Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c.               Evaluated the effectiveness of the issuer’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

d.              Disclosed in this report any change in the issuer’sinternal control over financial reporting that occurred during the issuer’smost recent fiscal quarter that has materially affected, or is reasonablylikely to materially affect, the internal control over financial reporting.

 

5.               The issuer’s other certifying officers and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the issuer’s auditors and the audit committee of theboard of directors:

 

a.               All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the issuer’s ability to record,process, summarize and report financial information, and;

 

b.              Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the issuer’sinternal control over financial reporting.

 
| /s/ Joseph Driscoll |                  |
|---------------------|-----------------------|
| Joseph Driscoll     | August 18,  2009 |
|                |                  |

 

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