**Exhibit 31.2**

 

I, Gregory E. Lichtwardt, certify that:

 

1.  I have reviewed this report on Form 10-Qof Conceptus, Inc., a Delaware corporation;

 

2.  Based on my knowledge, this quarterly 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 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 ofoperations and cash flows of the registrant as of, and for, the periodspresented in this report;

 

4.  Theregistrant’s other certifying officer and I are responsible for establishingand maintaining 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-15(f) and 15d-15(f)) for the registrant andhave:

 

a)     designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)    designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c)     evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionabout the effectiveness of the disclosure controls and procedures, as or theend of the period covered by this report based on such evaluation; and

 

d)    disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

5.  The registrant’s other certifying officer 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 equivalentfunctions):

 

a)     all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability 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 the registrant’sinternal control over financial reporting.

 

 
| Date: November 9, 2005 |                                                             |
|-----------------------------|------------------------------------------------------------------|
|                        |                                                             |
|                        | /s/ Gregory E. Lichtwardt                                        |   |
|                        | Gregory E. Lichtwardt                                            |
|                        | Executive Vice President, Treasurer and Chief  Financial Officer |

 

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