** Exhibit 31.2**

**CERTIFICATIONS**

I, Kalani Jones, certify that: 

|  1. | I have reviewed this annual report on Form 10-K of AmericanTechnology Corporation;                                                                                                                                                                                                                                            |
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|  2. | Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere 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 otherfinancial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this report;                                          |
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|  4. | The registrant's other certifying officers and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:                                                                                                    |
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|     |  a)                                                                                                                                                                                                                                                                                                                      | Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared; |
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|     |  b)                                                                                                                                                                                                                                                                                                                      | [paragraph omitted pursuant to SEC Release Nos. 33-2838 and34-47986] |
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|     |  c)                                                                                                                                                                                                                                                                                                                      | Evaluated the effectiveness of the registrant's disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and |
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|     |  d)                                                                                                                                                                                                                                                                                                                      | Disclosed in this report any change in the registrant's internalcontrol over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially affect the registrant's internal control over financial reporting;and |
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|  5. | The registrant's other certifying officers and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the registrant's independent registered public accounting firm andthe audit committee of registrant's board of directors (or persons performingthe equivalent functions): |
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|     |  a)                                                                                                                                                                                                                                                                                                                      | All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which arereasonably 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 orother employees who have a significant role in the registrant's internalcontrols over financial reporting. |
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Date: December 28, 2004             

|   | /s/ KALANI JONES                                                                           |
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|   |                                                                                       |
|   | Kalani Jones,    President and Chief Operating Officer    (Co-Principal Executive Officer) |

 

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