Exhibit 31.2

           CERTIFICATION PURSUANT TO
   SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Dennis Dow, certify that:

1. I have reviewed this Quarterly Report on Form 10-QSB of
Micronetics, Inc.;

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

3. Based on my knowledge, the financial statements and other
financial information included in this report fairly present
in all material respects the financial condition, results of
operations and cash flows of the Company as of, and for, the
periods presented in this report;

4. The Company'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 Company 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 Company, 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 Company'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;

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

5. The Company's other certifying officers and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the Company's auditors
and the audit committee of the Company's board of directors
(or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the Company's ability to record,
process, summarize and report financial information;
and

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


Date: January 28, 2004          /s/Dennis Dow
                                ----------------------------
                                Name: Dennis Dow
                                Title: Vice President-Finance
                               (Principal Financial Officer)