**Exhibit 31.2**

 

**CERTIFICATION**

 

I, Young Ham, certifythat:

 

1. I have reviewed thisannual report on Form 10-K/A (Amendment #3) of Liquidmetal Technologies, Inc.for the year ended December 31, 2005, as amended;

 

2. Based on myknowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

 

3. Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for,the periods presented in this report;

 

4. The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls 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-1f(f) and 15d-1f(f)) for the registrant and wehave:

 

a)     Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

 

b)    Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

c)     Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased 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 year (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonable likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5. The registrant’sother certifying officer(s) 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 (or personsperforming the equivalent function):

 

a)     Allsignificant deficiencies and material weaknesses in the design or operation ofinternal controls over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b)    Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls over financialreporting.

 
| Date: July 20,  2006 | /s/ Young Ham                                 |   |
|---------------------------|-----------------------------------------------|--------|
|                      | Young Ham                                     |
|                      | Chief Financial  Officer                      |
|                      | (Principal Financial  and Accounting Officer) |

 

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