EXHIBIT
31.2
 
 CERTIFICATION
PURSUANT TO
 SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
 
 I, Paul
J. Murphy, certify that:
 
 1.  I
have reviewed this Quarterly Report on Form 10-Q of Apogee Technology,
Inc.
 
 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(s)
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
13a-15(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 most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely
to materially affect, the registrant’s
internal control over financial reporting; and
 
 5.  The
registrant’s other certifying officer(s)
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:  January
15, 2010
 
 /s/ Paul
J. Murphy
  
 Paul J.
Murphy, Chief Financial Officer and Vice President of Finance (principal
financial officer and principal accounting officer)