**EXHIBIT 31.2**

 

CERTIFICATION

 

I, Melvin L. Flanigan, certify that:

 

1. I have reviewed this quarterly report onForm 10-Q of Digital Theater Systems, Inc.;

 

2. Based on my knowledge, this quarterlyreport does not contain any untruestatement of a material fact or omitto state a material 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 quarterly report;

 

3. Based on my knowledge, the financialstatements, and other financialinformation included in thisquarterly report, 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 quarterly report;

 

4. The registrant’s other certifyingofficer and I are responsible forestablishing and maintainingdisclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have:

 

a) designed such disclosure controls andprocedures, or caused suchdisclosure controls and procedures to bedesigned under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly duringthe period in which this quarterly report is being prepared;

 

b) designed such internal control over financialreporting, or causedsuch internal control over financialreporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

c) evaluated the effectiveness of theregistrant’s disclosure controlsand procedures and presented in thisquarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

d) disclosed in this quarterly report anychange in the registrant’sinternal control over financial reportingthat occurred during the registrant’s most recent fiscal quarterthat has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifyingofficer and I have disclosed, based on ourmost 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 functions):

 

a) all significant deficiencies andmaterial weaknesses in the design oroperation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and reportfinancial information; and

 

b) any fraud, whether or not material, thatinvolves management or otheremployees who have a significant rolein the registrant’s internal control over financial reporting.

 

Date:     May 17,2004

 
|   | By:    | /s/ MELVIN L. FLANIGAN  |   |
|--------|--------|-------------------------|--------|
|   |   | Melvin L. Flanigan      |
|   |   | Chief Financial Officer |

 

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