**CERTIFICATION**

 

I, Curt A. Reynders, certify that:

 

1.                                       I have reviewed this Annual Reporton Form 10-K of NVE Corporation;

 

2.                                       Based on my knowledge, this reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this 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 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:

 

(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 report is being prepared;

(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; 

(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

(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

 

5.                                       The registrant’s other certifyingofficer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performingthe equivalent functions):

 

(a)                                  All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

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

 

Date:    May 19, 2008

 
|   | /s/ CURT A.  REYNDERS    |   |
|--------|--------------------------|--------|
|   | Curt A. Reynders         |
|   | Chief Financial  Officer |