Exhibit 12(ii)**Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**I, Dr. Michael Majerus, certify that:1. I have reviewed this annual report on Form 20-F (as amended by Amendment No. 1 thereto) ofQimonda AG (the “Company”); 2. Based on my knowledge, this annual report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the periodcovered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included inthis annual report, fairly present in all material respects the financial condition, resultsof operations and cash flows of the Company as of, and for, the periods presented in thisannual report; 4. The Company’s other 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 overfinancial reporting (as defined in Exchange Act Rules 13a-15(f))for the Company and 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 Company, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period in whichthis report is being prepared;  (b) designed such internal control over financial reporting, orcaused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles  (c) evaluated the effectiveness of the Company’s disclosure controls andprocedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this reportbased on such evaluation; and  (d) disclosed in this report any change in the Company’s internal control overfinancial reporting that occurred during the Company’s most recent fiscal quarter thathas materially affected, or is reasonably likely to materially affect, the Company’sinternal control over financial reporting; and
 

 
5. The Company’s other certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Company’s auditors and theaudit committee of Company’s board of directors (or persons performing the equivalentfunctions): (a) all significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely to adverselyaffect the Company’s ability to record, process, summarize and report financialinformation; and  (b) any fraud, whether or not material, that involves management or other employeeswho have a significant role in the Company’s internal controls over financialreporting.Date:April 15, 2008       By: /s/ Dr. Michael Majerus Dr. Michael Majerus    Chief Financial Officer