EXHIBIT31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Lawrence R. Rutkowski, certify that:

1. I have reviewedthis Annual Report on Form 10-K of The Warnaco Group, Inc.;

2.Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the periodcovered by this report;

3. Based on my knowledge, the financialstatements, 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'sother certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed underour supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period inwhich this report is being prepared;

b)Evaluated the effectiveness of the registrant's disclosurecontrols and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, asof the end of the period covered by this report based on suchevaluation; and

c) Disclosed in this report anychange in the registrant's internal control over financialreporting that occurred during the registrant's most recentfiscal quarter (the registrant's fourth fiscal quarter in thecase of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant's internalcontrol 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 theregistrant's auditors and the audit committee of theregistrant's board of directors (or persons performing theequivalent functions):

a) All significantdeficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likelyto adversely affect the registrant's ability to record, process,summarize and report financial information; and

b) Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in theregistrant's internal control over financialreporting.

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| Date:March 18,2004 |  | By:     /s/Lawrence R.Rutkowski         |
|               |  | **LawrenceR. Rutkowski****Chief FinancialOfficer**                                                       |
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