**Exhibit 31.2****CERTIFICATION PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002**I, Richard G. Vasek, certify that:     1. I have reviewed this annual report on Form 10-K ofRockford Corporation;     2. Based on my knowledge, this report does not contain anyuntrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of thecircumstances under which such statements were made, notmisleading with respect to the period covered by this report;     3. Based on my knowledge, the financial statements, andother financial information included in this report, fairlypresent in all material respects the financial condition,results of operations and cash flows of the registrant as of,and for, the periods presented in this report, except to theextent affected by the material weaknesses disclosed inItem 9A of this report;     4. The registrant’s other certifying officer(s) and Iare responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f)) for the registrant and have:          (a) Designed such disclosure controls and procedures, or    caused such disclosure controls and procedures to be designed    under the Company’s supervision, to ensure that material    information relating to the registrant, including its    consolidated subsidiaries, is made known to us by others within    those entities, particularly during the period in which this    report is being prepared;           (b) Designed such internal control over financial    reporting, or caused such internal control over financial    reporting to be designed under the Company’s supervision,    to provide reasonable assurance regarding the reliability of    financial reporting and the preparation of financial statements    for external purposes in accordance with generally accepted    accounting principles;           (c) Evaluated the effectiveness of the registrant’s    disclosure controls and procedures and presented in this report    the Company’s conclusions about the effectiveness of the    disclosure controls and procedures, as of the end of the period    covered by this report based on such evaluation; and           (d) Disclosed in this report any change in the    registrant’s internal control over financial reporting that    occurred during the registrant’s most recent fiscal quarter    (the registrant’s fourth fiscal quarter in the case of an    annual report) that has materially affected, or is reasonably    likely to materially affect, the registrant’s internal    control over financial reporting; and     5. The registrant’s other certifying officer(s) and Ihave disclosed, based on the Company’s most recentevaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of theregistrant’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    reporting which are reasonably likely to adversely affect the    registrant’s ability to record, process, summarize and    report financial information; and           (b) Any fraud, whether or not material, that involves    management or other employees who have a significant role in the    registrant’s internal control over financial reporting.     /s/ Richard G. Vasek       Richard G. Vasek     Chief Financial Officer     Principal Financial OfficerDate: April 1, 2005