**Exhibit 31.2**

 

I, Alex H. Danzberger, Jr., certify that:

 

1.  I have reviewed this Quarterly Report on Form 10-Qof MathStar, Inc.;

 
| 2.     |   | Based on my knowledge, this  quarterly report does not contain any untrue statement of a material fact or  omit to state a material fact necessary to make the statements made, in light  of the circumstances under which such statements were made, not misleading  with respect to the period covered by this report;                                                   |
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| 3.     |   | Based on my knowledge, the  financial statements, and other financial information included in this  report, fairly present 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;                                                                                |
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| 4.     |   | The registrant’s other certifying  officer(s) and I are responsible for establishing and maintaining  disclosure controls and procedures (as defined in Exchange Act  Rules 13a-15(e) and 15d-15(e)) and internal control over financial  reporting (as defined in Exchange Act Rules 13a-15(f) and  15d-15(f)) for the registrant and have: |
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|   |   | a)                                                                                                                                                                                                                                                                                                                                                                         |   | Designed such disclosure controls  and procedures, or caused such disclosure controls and procedures to be  designed under our 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 quarterly report is being prepared; |
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|   |   | b)                                                                                                                                                                                                                                                                                                                                                                         |   | Designed such internal control  over financial reporting, or caused such internal control over financial  reporting to be designed under our 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; |
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|   |   | c)                                                                                                                                                                                                                                                                                                                                                                         |   | Evaluated the effectiveness of the  registrant’s disclosure controls and procedures and presented in this report  our 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 |
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|   |   | 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 |
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| 5.     |   | The registrant’s other certifying  officer(s) and I have disclosed, based on our most recent evaluation of  internal control over financial reporting, to the registrant’s auditors and  the audit committee of the registrant’s board of directors (or persons  performing the equivalent function):                                                  |
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|   |   | 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 |
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|   |   | 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. |

 
| Date: August 14, 2009 | By     | /s/ Alex H. Danzberger, Jr. |
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|                       |   | Alex H. Danzberger, Jr.     |
|                       |   | Chief Financial Officer     |

 

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