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 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 officer 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:   August 16, 2004

                            /s/Dennis Dow
                            ------------------------------------
                            Name:  Dennis Dow
                            Title: Vice President-Finance
                                   (Principal Financial Officer)