**Exhibit 31.2**

**CERTIFICATIONPURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

I, Paul J. Murphy,certify that:

1.     I havereviewed this Annual Report on Form 10-KSB of Apogee Technology, Inc.

2.     Based onmy knowledge, this report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.     Based on myknowledge, the financial statements, and other financial information includedin 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 officer(s) andI are responsible for establishing and maintaining disclosure controls andprocedures (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) and15d-15(f) for the registrant and have:

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

b)     [reserved]/ [paragraph omitted pursuant to SEC Release Nos. 33-8760 and 34-54942];

c)     evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report my conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based 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, theregistrant’s internal control over financial reporting; and

5.     Theregistrant’s other certifying officer(s) and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

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

b)     any fraud, whether or not material, that involves management orother employees who have a significant role in the registrant’s internalcontrol over financial reporting.

Date:  March 29,2007
| /s/ Paul J. Murphy                                                                                      |   |
|---------------------------------------------------------------------------------------------------------|--------|
| Paul J. Murphy,   Chief Financial Officer and Vice President of Finance   (principal financial officer) |

 

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