**EXHIBIT 31.2**

 

CERTIFICATION

 

I,Tony Chung, certify that:

 

1.             I have reviewed this annual report on Form10-K of Liquidmetal Technologies Incorporated;

 

2.             Based on my knowledge, this annual report doesnot contain any untrue  statement of a material fact or omit to statea material fact necessary to make the statements made, in light ofthe circumstances under which such statements  weremade, not misleading with respect 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 certifying officers andI are responsible for  establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and15d-14) for the registrant and we have:

 

a)             designed such disclosure controls andprocedures to ensure that  material information relating to theregistrant, including its  consolidated subsidiaries, is made known to usby others within  those entities, particularly during the periodin which this annual  report is being prepared;

 

b)            evaluated the effectiveness of the registrant’sdisclosure controls  and procedures as of a date within 90 daysprior to the filing date  of this annual report (the “Evaluation Date”);and

 

c)             presented in this annual report ourconclusions about the  effectiveness of the disclosure controls andprocedures based on our  evaluation as of the Evaluation Date;

 

5.             The registrant’s other certifying officers andI have disclosed, based on  our most recent evaluation, to the registrant’sauditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalent  function):

 

a)             all significant deficiencies in the design oroperation of internal  controls which could adversely affect theregistrant’s ability to  record, process, summarize and reportfinancial data and have  identified for the registrant’s auditors anymaterial weaknesses in  internal controls; and

 

b)            any fraud, whether or not material, thatinvolves management or  other employees who have a significant role inthe registrant’s  internal controls; and

 

6.             The registrant’s other certifying officers andI have indicated in this  annual report whether or not there weresignificant changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent  to thedate of our most recent evaluation, including any corrective actions with  regardto significant deficiencies and material weaknesses.

 
|   | Date:  March 28, 2005 | By:    | /s/  Tony Chung            |   |
|--------|-----------------------|--------|----------------------------|--------|
|   |                  |   |
|   |                  |   | Tony  Chung                |
|   |                  |   | Vice  President of Finance |
|        |                       |        |                            |        |  |

 

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