**Exhibit 31.2**

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**CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICERPURSUANT TO RULE 13A-14(a)**

**OR 15D-14(a) OF THE SECURITIES EXCHANGEACT OF 1934, AS ADOPTED**

**PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002**

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I, David S.G. Mackenzie, certifythat:

 

1. I have reviewed this report on Form 10-QSBof Tripath Technology Inc.;

 

2. Based on my knowledge, thisreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3. Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the small business issuer as of, and for, theperiods presented in this report;

 

4. The small business issuer’sother certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the small business issuer and have:

 

a. Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the small business issuer, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this report is being prepared;

 

b. [Intentionally omitted];

 

c. Evaluated the effectiveness ofthe small business issuer’s disclosure controls and procedures and presented inthis report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based onsuch evaluation; and

 

d. Disclosed in this report anychange in the small business issuer’s internal control over financial reportingthat occurred during the small business issuer’s most recent fiscal quarter(the small business issuer’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to affect, thesmall business issuer’s internal control over financial reporting; and

 

5. The small business issuer’sother certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the small businessissuer’s auditors and the audit committee of small business issuer’s board ofdirectors (or persons performing the equivalent functions):

 

a. All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the smallbusiness issuer’s ability to record, process, summarize and report financialinformation; and

 

b. Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the small business issuer’s internal control over financial reporting.

 
| Date:  April 24, 2008 |                         |
|---------------------------------|------------------------------|
|                            |                         |
|                            |                         |
|                            | /s/ David S.G. Mackenzie     |
|                            | David S.G.  Mackenzie        |
|                            | Principal Accounting Officer |

 

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