**Exhibit 31.2**

I, Gregory E. Lichtwardt, certify that:

1. I have reviewed thisreport on Form 10-Q of Conceptus, Inc., a Delaware corporation;

2. Based on my knowledge,this quarterly report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3. Based on my knowledge,the financial statements, and other financial information included in thisreport, fairly present in all material respects, the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;

4. The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

a)              designed suchdisclosure 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 report is being prepared;

b)           designed such internalcontrol over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles;

c)              evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusion about the effectiveness of thedisclosure controls and procedures, as or the end of the period covered by thisreport based on such evaluation; and

d)             disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

5. The registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of registrant’s board of directors (or persons performing theequivalent functions):

a)              all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

b)   any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

Date: August 9, 2006
|        | /s/ Gregory E.  Lichtwardt                                        |
|--------|-------------------------------------------------------------------|
|   | Gregory E.  Lichtwardt                                            |
|   | Executive Vice President,  Treasurer and Chief  Financial Officer |

 

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