**EXHIBIT 31.2**

CERTIFICATIONS

I, John F. Thero, certify that:

 

1.                                       Ihave reviewed this quarterly report on Form 10-Q of Acusphere, Inc.;

 

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

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.                                       Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and we have:

 

a)                                      Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period in whichthis report is being prepared;

 

b)                                     [Paragraphomitted in accordance with SEC transition instructions contained in SEC ReleaseNos. 34-47986 and 34-49313]; 

 

c)                                      Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

 

d)                                     Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

5.                                       Theregistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors

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(or persons performing the equivalentfunctions):

 

a)                                      Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b)                                     Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financial reporting.

 
| Date: November 12, 2004 |                          |
|-------------------------|-------------------------------|
|                    |                          |
|                    | /s/ John F. Thero             |   |
|                    | John F. Thero                 |
|                    | Chief Financial Officer       |
|                    | (Principal Financial Officer) |

 

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