**Exhibit31.2**

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**FORMOF CERTIFICATION**

**PURSUANTTO RULE 13a-14 AND 15d-14**

**UNDERTHE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**

 

**CERTIFICATIONS**

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I, HowardYeaton, certify that:

 

1.	Ihave reviewed this annual report on Form 10-K of Propel Media, Inc.;

 

2.	Basedon my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statements were made, not misleading with respectto the period covered by this report;

 

3. 	Basedon my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented inthis report;

 

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) 	Designedsuch disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,to ensure that material information relating to the issuer is made known to me by others within those entities, particularly duringthe period in which this report is being prepared;

 

(b) 	Designedsuch internal control over financial reporting, or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles;

 

(c) 	Evaluatedthe effectiveness of the issuer’s disclosure controls and procedures and presented in this report my conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;and

 

(d) 	Disclosedin this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’smost recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected,or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5. 	The registrant’s other certifying officer and I have disclosed, based on our  most recent evaluation of internalcontrol over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board ofdirectors (or persons performing the equivalent functions):

 

(a) 	Allsignificant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information;and

 

(b) 	Anyfraud, whether or not material, that involves management or other employees who have a significant role in the issuer’sinternal control over financial reporting.

 

Date: April15, 2015