**EXHIBIT 31.2**

 

**Statement Pursuant to Section 302 of theSarbanes-Oxley Act of 2002ByPrincipal Executive Officer and Principal Financial OfficerRegarding Facts and Circumstances Relating to Exchange Act Filings**

 

I, Susan Fite, certify that:

 

1.  I have reviewed thisquarterly report on Form 10-QSB of AML Communications, Inc.;

 

2.  Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit tostate a material 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 small business issuer’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 small business issuer and have:

 

a) designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the small business issuer,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared.

 

b) evaluated the effectiveness of the small business issuer’sdisclosure controls and procedures and presented in this report our conclusionabout the effectiveness of disclosure controls and procedures, as of the end ofthe period covered by this report based on such evaluation; and

 

c) disclosed in this report any change in the small business issuer’sinternal control over financial reporting that occurred during the smallbusiness issuer’s most recent fiscal quarter (the small business issuer’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the small businessissuer’s internal control over financial reporting; and

 

5.  The small business issuer’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the small businessissuer’s auditors and the audit committee of small business issuer’s board ofdirectors (or persons performing the equivalent function):

 

a) all significant deficiencies and material weaknesses in the designor operation of internal controls over financial reporting which are reasonablylikely 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 orother employees who have a significant role in the small business issuer’sinternal controls over financial reporting.

 
| Date:  February 12, 2004 |   |
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|                                    |   |
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|                                    |   | /s/ Susan Fite |
|                                    |   | Director of Finance |

 

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