**Exhibit 31.2**

 

**Certification**

 

I, Jack Rhian, certify that:

 

1.         I have reviewed thisquarterly report on Form 10-QSB of American Medical Alert Corp.;

 

2.         Based on my knowledge,this report does not contain any untrue statement of a material fact or omit tostate 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 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 small business issuer as of, andfor, the periods presented in this report;

 

4.         The small business issuer’sother certifying officer(s) and I are responsible for establishing andmaintaining 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 small businessissuer 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 small business issuer, 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 suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principals;

 

c)              Evaluated theeffectiveness of the small business issuer’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

d)             Disclosed in thisreport any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s most recentfiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the small business issuer’s internal control over financialreporting; and

 

5.               The small businessissuer’s other certifying officer(s) and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the smallbusiness issuer’s auditors and the audit committee of the small business issuer’sboard of directors (or persons performing the equivalent functions):

 

a)              All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the small business issuer’s ability

 

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to record,process, summarize and report financial information; and

 

b)             Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the small business issuer’s internal control over financialreporting.

 

 
| Date: May 12, 2005 | /s/ Jack Rhian          |   |
|-------------------------|-------------------------|--------|
|                    | Jack Rhian              |
|                    | President and           |
|                    | Chief Operating Officer |

 

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