**Exhibit 31.2**

 

**Certification of Chief Financial OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

 

I, David D. Smith, certifythat:

 

1.             I have reviewed this annualreport on Form 10-K of Koss Corporation;

 

2.             Based on my knowledge, thisreport 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, theconsolidated financial statements, and other financial information included inthis report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;

 

4.             I am responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13(a)-15(e) and 15(d)-15(e)) and internal controlover financial reporting (as defined in Exchange ActRules 13(a)-15(f) and 15(d)-15(f)) for the registrant and have:

 

a) designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under my supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiary, is made known to meby others within those entities, particularly during the period in which thisreport is being prepared;

 

b) designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under my supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof consolidated financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

c) evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report my 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 this reportany change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

5.             I have disclosed, based onmy most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (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 registrant’s ability to record, process, summarize and reportfinancial information; and

 

b) any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

 
| Date: September 20,  2010 |   |
|--------------------------------|--------|
|                           |   |
| /s/ David D. Smith             |   |
|                           |   |
| David D. Smith                 |   |
| Executive Vice President  and  |   |
| Chief Financial Officer        |   |

 

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