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                                                                    EXHIBIT 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER



I, Alfred L LaTendresse, Chief Financial Officer, certify that:

         1.       I have reviewed this Annual Report on Form 10-K of RTW, Inc.;

         2.       Based on my knowledge, this Annual Report does not contain any
                  untrue statement of a material fact or omit to state a
                  material 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
                  Annual Report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this Annual Report, fairly
                  present in all material respects the financial condition,
                  results of operations and cash flows of the Registrant as of,
                  and for, the periods presented in this Annual Report;

         4.       The Registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-14 and 15d-14) for the Registrant and have:

                     a)  designed such disclosure controls and procedures to
                         ensure that material information relating to the
                         Registrant, including its consolidated subsidiaries, is
                         made known to us by others within those entities,
                         particularly during the period in which this Annual
                         Report is being prepared;

                     b)  evaluated the effectiveness of the Registrant's
                         disclosure controls and procedures as of a date within
                         90 days prior to the filing date of this Annual Report
                         (the "Evaluation Date"); and

                     c)  presented in this Annual Report our conclusions about
                         the effectiveness of the disclosure controls and
                         procedures based on our evaluation as of the Evaluation
                         Date;

         5.       The Registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation, 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 in the design or operation
                         of internal controls which could adversely affect the
                         Registrant's ability to record, process, summarize and
                         report financial data and have identified for the
                         Registrant's auditors any material weaknesses in
                         internal controls; and

                     b)  any fraud, whether or not material, that involves
                         management or other employees who have a significant
                         role in the Registrant's internal controls; and

         6.       The Registrant's other certifying officer and I have indicated
                  in this Annual Report whether there were significant changes
                  in internal controls or in other factors that could
                  significantly affect internal controls subsequent to the date
                  of our most recent evaluation, including any corrective
                  actions with regard to significant deficiencies and material
                  weaknesses.



Dated: March 28, 2004              By  /s/  Alfred L. LaTendresse
                                       -----------------------------------------
                                       Alfred L. LaTendresse
                                       Executive Vice President, Chief Financial
                                       Officer, Treasurer and Secretary
                                       (Principal Financial and Accounting
                                       Officer)