EXHIBIT 31.2



SECTION 302 CERTIFICATION



I, Francis E. Dunne, Jr., certify that:



1.    I have reviewed this annual report on Form 10-KSB of September 30, 2004 of Benthos, Inc., a Massachusetts corporation;



2    Based on my knowledge, this 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;



5.    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 small business issuer as of, and for, the periods presented in this report;



6.    The small business issuers other certifying officer 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)) for the small business issuer and have:



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 small business issuer, 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.    Evaluated the effectiveness of the small business issuer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



c.    Disclosed in this report any change in the small business issuers internal controls over financial reporting that occurred during the most recent fiscal quarter that has materially effected or is
reasonably likely to materially effect, the small business issuers internal control over financial reporting; and



5.    The small business issuers other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the small business issuers auditors and the audit committee of the small business issuers board of directors:



a.    All significant deficiencies and material weaknesses in the design or operation of internal controls over financial
reporting which are reasonably likely to adversely affect the small business issuer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 small business issuers internal control over financial reporting.



|                         |  |  |  |  |  |                       |  |                                                                         
|------------------------ |  |  |  |  |  | --------------------- |  | ------------------------------------------------------------------------
|Dated: December 29, 2004 |  |  |  |  |  | FRANCIS E. DUNNE, JR.
|                         |  |  |  |  |  |                       |  | Francis E. Dunne, Jr. Vice President, Chief Financial Officer, Treasurer