**EXHIBIT31.2**

CERTIFICATIONPURSUANT TO

SECTION 302 OF THESARBANES-OXLEY ACT OF 2002

I, Paul J. Murphy, certify that:

1.     I have reviewed thisQuarterly Report on Form 10-QSB of Apogee 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 registrant as of, and for, the periodspresented in this report;

4.     The small business issuer’s other certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the small business issuer andhave:

a)    Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under my supervision, to ensure thatmaterial information relating to the small business issuer, including itsconsolidated subsidiaries, is made known to me by others within those entities,particularly during the period in which this report is being prepared;

b)    [reserved] / [paragraph omitted pursuant to SEC Release Nos. 33-8760 and34-54942];

c)    Evaluated the effectiveness of the small business issuer’s disclosure controlsand procedures and presented in this report my conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

d)    Disclosed in this report any change in the small business issuer’s internalcontrol over financial reporting that occurred during the small business issuer’smost recent fiscal quarter (the small business issuer’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the small business issuer’s internal control overfinancial 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 the small business issuer’s boardof directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operationof internal 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 or other employeeswho have a significant role in the small business issuer’s internal controlover financial reporting.
| Date: May 15, 2007                                              |        |   |
|-----------------------------------------------------------------|--------|--------|
|                                                            |   |   |
| /s/ Paul J.  Murphy                                             |   |   |   |
| Chief Financial Officer and Vice President of  Finance          |   |   |
| (principal financial officer and principal  accounting officer) |   |   |
|                                                                 |        |        |  |  |  |  |

 

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