**EXHIBIT 31.2**

 

CERTIFICATIONS

 

I, John F. Thero, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q ofAcusphere, Inc.;

 

2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe 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, and other financialinformation included in this report, fairly present in all material respectsthe 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 officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and we have:

 

a) Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial 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) [Paragraph omitted in accordance with SEC transition instructionscontained in SEC Release Nos. 34-47986 and 34-49313];

 

c) Evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

 

5. The registrant’s other certifying officers and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of theregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a) All significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonablylikely 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 management orother employees who have a significant role in the registrant’s internal controlover financial reporting.

 
| Date: November 10th, 2005 |                          |
|---------------------------|-------------------------------|
|                      |                          |
|                      | /s/ John F. Thero             |   |
|                      | John F. Thero                 |
|                      | Chief Financial Officer       |
|                      | (Principal Financial Officer) |

 

----