EXHIBIT 31.2  CERTIFICATION  I, Matthew W. Appel, certify that:  1.I have reviewed this
Annual  Report on Form 10-K of Zale
Corporation;  2.Based on my knowledge, this
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 report;  3.Based on my knowledge, the
financial statements, and other financial information included in this 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 report;  4.The registrants other
certifying officer(s) 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 defined in
Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant and
have:  a)Designed such disclosure controls and procedures, 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
those entities, particularly during the period in which this report is being
prepared;  b)Designed such internal control over financial
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
for external purposes in accordance with generally accepted accounting
principles;  c)Evaluated the effectiveness
of the registrant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
occurred during the registrants most recent fiscal quarter (the registrants
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting.  5.The registrants other
certifying officer(s) 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 the 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
or other employees who have a significant role in the registrants internal
control over financial reporting.   Date:
  October 29, 2009
  By:
  /s/ MATTHEW W. APPELMatthew
  W. AppelExecutive
  Vice President and Chief Financial Officer(principal financial officer of the registrant)