**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 material factor 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 information includedin this report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in this report,except to the extent affected by the material weaknesses disclosed in Item 9A of this report;     4. The registrant’s other 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 in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to bedesigned under the Company’s supervision, to ensure thatmaterial information relating to the registrant, includingits consolidated subsidiaries, is made known to us byothers within those entities, particularly during theperiod in which this report is being prepared;  (b) Designed such internal control over financial reporting,or caused such internal control over financial reportingto be designed under the Company’s supervision, to providereasonable assurance regarding the reliability offinancial reporting and the preparation of financialstatements for external purposes in accordance withgenerally accepted accounting principles;  (c) Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report theCompany’s conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation;and  (d) Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or isreasonably likely to materially affect, the registrant’sinternal control over financial reporting; and     5. The registrant’s other certifying officer(s) and I have disclosed, based on the Company’smost recent evaluation of internal control over financial reporting, to the registrant’s auditorsand the audit committee of the registrant’s board of directors (or persons performing theequivalent functions): (a) All significant deficiencies and materialweaknesses in the design or operation ofinternal 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.                                                   /s/ Richard G. Vasek   Richard G. Vasek   Chief Financial OfficerPrincipal Financial Officer   Date: March 26, 2007