**Exhibit 31.2**

 

**CERTIFICATION**

 

I, Gerald Morrow, certify that:

 

1. I have reviewed this annual report on Form 10-Kof Liquidmetal Technologies, Inc. for the year ended December 31,2007;

 

2. Based on my knowledge, this annual reportdoes not contain 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 misleading withrespect to the period covered by this annual report;

 

3. Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4. The registrant’s other certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-1f(f) and15d-1f(f)) for the registrant and we have:

 

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 consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring 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 report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based 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 fiscalyear (the registrant’s fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonable likely to materially affect, theregistrant’s internal control over financial reporting; and

 

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

 

a)    All significant deficiencies and material weaknesses in the design or operationof internal controls over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)   Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the registrant’s internal controls overfinancial reporting.

 
| Date: April 3, 2008 |   | /s/ Gerald E. Morrow                         |   |
|---------------------|--------|----------------------------------------------|--------|
|                |   | Gerald E. Morrow                             |
|                |   | Chief Financial Officer                      |
|                |   | (Principal Financial and Accounting Officer) |

 

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