**Exhibit 31.2**

 

CERTIFICATIONS

 

I, Robert N. Weingarten,certify that:

 

1.             I have reviewed this annual report on Form 10-KSB/A forthe fiscal year ended December 31, 2005 of ARTISTdirect, Inc.;

 

2.             Based on my knowledge, this report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisreport;

 

3.             Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the small business issuer as of, and for, the periods presented in thisreport;

 

4.             The small business issuer’s other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for thesmall business issuer and we have:

 

(a)           Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thesmall business issuer, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis report is being prepared;

 

(b)           Omitted;

 

(c)           Evaluated the effectiveness of thesmall 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 any changein the small business issuer’s internal control over financial reporting thatoccurred during the small business issuer’s most recent fiscal quarter (thesmall business issuer’s fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting; and

 

5.             The small business issuer’s other certifying officer andI have disclosed, based on our most recent evaluation of internal control over financialreporting, to the small business issuer’s auditors and the audit committee of thesmall business issuer’s board of directors (or persons performing theequivalent functions):

 

(a)           All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the small businessissuer’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 thesmall business issuer’s internal control over financial reporting.

 
| Date: April 28, 2006 | By:    | /s/ ROBERT N. WEINGARTEN       |   |
|----------------------|--------|--------------------------------|--------|
|                 |   | Robert N. Weingarten           |
|                 |   | Chief Financial Officer        |
|                 |   | (Principal Financial  Officer) |

 

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