**EXHIBIT 31.2**

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THESARBANES-OXLEY ACT OF 2002

 

I, Paul J. Murphy, certify that:

 

1.                                       Ihave reviewed this quarterly report of Apogee Technology, 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 officer(s) and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e) for the registrant and have:

 

a.               designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made know to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b.              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

 

c.               disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent financial quarter(the registrant’s fourth fiscal quarter in the case of an annual report) thathas materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting.

 

5.                                       Theregistrant’s other certifying officer(s) and I have disclosed, based on ourmost 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 function):

 

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.              anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

 
|   | Date: August 22, 2005                                      |
|--------|-----------------------------------------------------------------|
|   |                                                            |
|   | /s/ Paul J. Murphy                                              |   |
|   | Chief Financial Officer and Vice President  of Finance          |
|   | (principal financial officer and principal  accounting officer) |

 

----