**Exhibit 31.2**

 

**CERTIFICATION**

I, Gerald Morrow, certifythat:

 

1. I have reviewed thisquarterly report on Form 10-Q of Liquidmetal Technologies, Inc. forthe quarter ended March 31, 2008;

 

2. Based on my knowledge,this quarterly report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge,the financial statements, and other financial information included in thisreport, 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. The registrant’s othercertifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e) and internal control over financial reporting (as defined inExchange Act Rules 13a-1f(f) and 15d-1f(f)) for the registrant and wehave:

 

a)  Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisquarterly report is being prepared;

 

b)  Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

 

c) Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our 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 report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablelikely to materially affect, the registrant’s internal control over financialreporting; and

 

5. The registrant’s othercertifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent function):

 

a)  All significant deficiencies and materialweaknesses in the design or operation of internal controls over financialreporting which are reasonable likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b)  Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls over financial reporting.

 

 
| Date: May 15, 2008 | /s/ Gerald Morrow                             |   |
|-------------------------|-----------------------------------------------|--------|
|                    | Gerald Morrow                                 |   |
|                    | Chief Financial Officer                       |   |
|                    | (Principal Financial  and Accounting Officer) |   |

 

35

----