**EXHIBIT 31.2**

 

**AlphaPro Tech, Ltd.**

 

**CertificationUnder Exchange Act Rules 13a – 14(b) and 15d– 14(b)**

 

I, Lloyd Hoffman, certify that:

 

1.                                       I have reviewed this quarterly report on Form 10-Qof Alpha Pro Tech, Ltd;

 

2.                                       Based on my knowledge, this  report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this  report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

 

4.                                       The registrant’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))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)  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 known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)             Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purpose in accordance withgenerally accepted accounting principles;

 

c)              Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

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

 

5.                                       The registrant’s other certifying officer andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

c)              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:  | **November 14, 2005**                         | ** ** | BY: | **/s/****Lloyd Hoffman** |   |
|--------|----------------------------------------------------|------------|-----|--------------------------|--------|
|   |                                               |
|   |                                               |
|   | Lloyd Hoffman                                      |
|   |                                               |
|   | Chief Financial Officer and  Senior Vice President |

 

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