**Exhibit 31.2**

 

**CERTIFICATION OF CFO PURSUANTTO**

**SECURITIES EXCHANGE ACTRULES 13(a)-14(a) AND 15(d)-14(a)**

**AS ADOPTED PURSUANT TO**

**SECTION 302 OF THE SARBANES-OXLEYACT OF 2002**

 

I, Melvin L.Flanigan, certify that:

 

1.                                       I have reviewed this annual report on Form 10-K ofDTS, Inc.;

 

2.                                       Based on my knowledge, this report does not containany 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 statementswere made, not misleading with respect to the period covered by this report;

 

3.                                       Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

 

4.                                       The registrant’s other certifying officer(s) and Iare responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f) for the registrant and have:

 

(a)                                  Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring 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 oursupervision, to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principals;

 

(c)                                  Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered bythis report based on such evaluation; and

 

(d)                                 Disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case ofan annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

 

5.                                       The registrant’s other certifying officer(s) and Ihave disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’sboard of directors (or persons performing the equivalent functions):

 

(a)                                  All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

 

(b)                                 Any fraud, whether or not material, that involves managementor other employees who have a significant role in the registrant’s internal controlover financial reporting.

 
| Dated: March 16, 2006 | By     | /s/ MELVIN L. FLANIGAN  |   |
|-----------------------|--------|-------------------------|--------|
|                  |   | Melvin L. Flanigan      |   |
|                  |   | Chief Financial Officer |   |

 

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