**Exhibit 31.2**

 

**CERTIFICATION**

 

I, Young Ham, certify that:

 

1. I have reviewed thisquarterly report on Form 10-Q/A (Amendment No. 2) of Liquidmetal Technologies,Inc. for the quarter ended September 30, 2005;

 

2. Based on my knowledge, thisquarterly report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

 

3. Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented 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)and 15d-15(e) and internal control over financial reporting (as defined inExchange Act Rules 13a-1f(f) and 15d-1f(f)) for the registrant and we have:

 

a)              Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

 

b)             Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

c)              Evaluatedthe effectiveness 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)             Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonable likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5. The registrant’s othercertifying officer(s) and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the registrant’s auditors andthe audit committee of registrant’s board of directors (or persons performing theequivalent function):

 

a)              Allsignificant deficiencies and material weaknesses in the design or operation ofinternal controls over financial reporting which are reasonable likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)             Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls over financialreporting.

 

 
| Date: July  20, 2006 | /s/ Young  Ham                                |   |
|----------------------|-----------------------------------------------|--------|
|                 | Young Ham                                     |
|                 | Chief  Financial Officer                      |
|                 | (Principal  Financial and Accounting Officer) |

 

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