**EXHIBIT 31.2**

 

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICERPURSUANT TO RULES 13a-14 AND 15d-14OF THE SECURITIES EXCHANGE ACT OF 1934

 

I, Susan Fite, Director ofFinance and Principal Accounting Officer of AML Communications, Inc. (the “Company”),certify that:

 

I havereviewed this quarterly report on Form 10-QSB of AML Communications, Inc.

 

Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report.

 

Based on myknowledge, the financial statements, and other financial information includedin the report, fairly present in all material respects the financial condition,results of operations and cash flows of the Company as of, and for, theperiods, presented in the report.

 

The Company’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the Company and have:

 

(a)              designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which the periodic report is being prepared;

 

(b)              evaluated theeffectiveness of the Company’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this quarterlyreport based on such evaluation; and

 

(c)              disclosed in thisquarterly report any change in the Company’s internal control over financialreporting that occurred during the Company’s most recent fiscal quarter thathas materially affected, or is reasonably likely to materially affect, theCompany’s internal control over financial reporting; and

 

The Company’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Company’sauditors and to the audit committee of the Company’s board of directors (orpersons fulfilling the equivalent function):

 

(i)             allsignificant deficiencies in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the Company’sability to record, process, summarize and report financial information; and

 

(ii)          anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Company’s internal control over financialreporting.

 
| Dated: November 15, 2004                              |
|-------------------------------------------------------|
|                                                  |
|                                                  |
| /s/ Susan J.  Fite                                    |   |
| Susan Fite,                                           |
| Director of  Finance and Principal Accounting Officer |

 

----