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Exhibit 31.2

AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
CERTIFICATION BY CHIEF FINANCIAL OFFICER
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, M. James Call, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of American Medical
Systems Holdings, 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 registrant
as of, and for, the periods presented in this report;

4.     The registrant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)) for the registrant 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
registrant, 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;
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|
| | (b) |  | Evaluated the effectiveness of the registrant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; and                                                                                           
|
| | (c) |  | Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the
registrants most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting; and                                                                

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



| | (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 registrants
ability to record, process, summarize and report financial
information; and
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| | (b) |  | Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal control over financial reporting.
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|                      |  |        |  |                                                                
|--------------------- |  | ------ |  | ---------------------------------------------------------------
|Date: August 11, 2003 |  |        |  |                                                                
|                      |  |        |  |                                                                
|                      |  | By:    |  | \s\ M. James Call                                              
|                      |  |        |  | M. James Call                                                  
|                      |  | Title: |  | Executive Vice President, Chief Financial Officer
and Secretary

Note: A signed original of this written statement required by Section 302 has
been provided to American Medical Systems Holdings, Inc. and will be retained
by American Medical Systems Holdings, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.