**Exhibit 31.2**

 

**CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER**

 

IJoseph Driscoll, Chief Financial Officer, certify that:

 

1.               I have reviewed this Quarterly Report on Form 10-Q/Aof Summer Infant, Inc.

 

2.               Based on my knowledge, this quarterly reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which statements were made, not misleading with respect tothe period covered by this report.

 

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

 

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

 

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 theissuer is made known to us by others within the company, particularly duringthe period in which 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’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

d.              Disclosed in this report any change in theissuer’s internal control over financial reporting that occurred during theissuer’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the internal control over financialreporting.

 

5.               The issuer’s other certifying officers and Ihave disclosed, 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 materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the issuer’s abilityto 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 theissuer’s internal control over financial reporting.

 

 
| /s/  Joseph Driscoll     |                   |
|--------------------------|------------------------|
| Joseph  Driscoll         | November 19, 2008 |
| Chief  Financial Officer |                   |

 

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