**EXHIBIT 31.2**CERTIFICATIONI, George R. Mihalko, Jr., certify that: 1. I have reviewed this annual report on Form 10-Kof Zale Corporation;  2. Based on my knowledge, this report does notcontain 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 such statements were made, not misleadingwith respect to the period covered by this report;  3. Based on my knowledge, the financial statementsand other financial information included in this report fairly presentin all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presentedin this report;  4. The registrant’s other certifying officer(s)and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave: (a) Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during the period inwhich this report is being prepared;  (b) Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles;  (c) Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this reportbased on such evaluation; and  (d) Disclosed in this report any change in the registrant’s internal control overfinancial 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 hasmaterially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and 5. The registrant’s other certifying officer(s)and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or personsperforming the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adversely affect theregistrant’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 asignificant role in the registrant’s internal control over financial reporting.         By:                                    /s/ George R. Mihalko, Jr.  Date: October 12, 2006  George R. Mihalko, Jr.    Chief Financial  Officer, Chief Administrative