**Exhibit 31.2****CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**I, Richard G. Vasek, certify that:          1. I have reviewed this annual report on Form 10-K of Rockford Corporation;          2. Based on my knowledge, this 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 report;          3. Based on my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financial condition, resultsof operations and cash flows of the registrant as of, and for, the periods presented in thisreport, except to the extent affected by the material weaknesses disclosed in Item 9A of thisreport;          4. The registrant’s other certifying officer(s) 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 in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under the Company’ssupervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period inwhich this report is being prepared;  (b) Designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed underthe Company’s supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation offinancial statements for external purposes in accordance withgenerally accepted accounting principles;  (c) Evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this report the Company’s conclusionsabout the effectiveness of the disclosure controls and procedures, asof the end of the period covered by this report based on suchevaluation; and  (d) Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter inthe case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internalcontrol over financial reporting; and          5. The registrant’s other certifying officer(s) and I have disclosed, based on theCompany’s most recent evaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (or persons performing theequivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adverselyaffect the registrant’s ability to record,process, summarize and report financialinformation; and  (b) Any fraud, whether or not material, thatinvolves management or other employees whohave a significant role in theregistrant’s internal control overfinancial reporting.