EXHIBIT 31.2
                                  CERTIFICATION

         I, Kenneth Lap-Yin Chan, certify that:

         1.   I have reviewed this annual report on Form 10-K of ACL
              Semiconductors Inc. (the "registrant");

         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 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) and internal control over financial reporting (as
              defined in Exchange Act Rules 13a015(f) and 15d-15(f)) 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;

              (b) Designed such internal control over financial reporting, or
              caused such internal control over financial reporting to be
              designed under our supervision, to provide reasonable assurance
              regarding the reliability of financial reporting and the
              preparation of financial statements for external purposes in
              accordance with generally accepted accounting principles;

              (c) 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

              (d) Disclosed in this report any change in the registrant's
              internal control over financial reporting that occurred during the
              registrant's fourth fiscal quarter that has materially affected,
              or is reasonably likely to materially affect, the registrant's
              internal control over financial reporting.

         5.   The registrant's other certifying officer 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 functions):

              (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

              (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.


Date: April 14, 2005                /s/ KENNETH LAP-YIN CHIN
                                   ---------------------------------------------
                                           Kenneth Lap-Yin Chan
                                           Chief Financial Officer and Treasurer