**Exhibit 31.2**

 

**CERTIFICATION OF THE CHIEF FINANCIAL OFFICER**

 

I, Declan Daly, Executive Vice President andChief Financial Officer of Inamed Corporation (the “Registrant”), certify that:

 

1. I have reviewed this annual report onForm 10-K of the Registrant;

2. Based on my knowledge, this annualreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

3. Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the Registrant as of, and for, the periodspresented in this annual report;

4. The Registrant’s other certifyingofficer 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 and have:

a)     designed such disclosure controls and procedures or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the Registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this annual 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,to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

c)     evaluated the effectiveness of the Registrant’s disclosure controls andprocedures and presented in this annual 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)    disclosedin this report any change in the Registrant’s internal control over financialreporting that occurred during the Registrant’s most recent fiscal quarter thathas materially affected, or is reasonably likely to materially affect, theRegistrant’s internal control over financial reporting; and

5. The Registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Registrant’sauditors and the audit committee of Registrant’s board of directors:

a)     all significant deficiencies  andmaterial weaknesses in the design or operation of internal controls overfinancial reporting which are reasonably likely to adversely affect theRegistrant’s ability to record, process, summarize and report financial data;and

a)     any fraud, whether or not material, that involves management or otheremployees who have a significant role in the Registrant’s internal controlsover financial reporting.

 

Dated:  March 22, 2006

 

/S/ DECLAN DALY

Declan Daly, Executive Vice President and Chief Financial Officer

(PrincipalFinancial and Accounting Officer)

 

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