| **Certification  Under Exchange Act Rules 13a – 14(b) and 15d – 14(b)** | ** ** | **EXHIBIT  31.2** |
|-----------------------------------------------------------------------------------|------------|-------------------|

 

I, Lloyd Hoffman, certify that:

 

1.                                       I have reviewedthis quarterly report on Form 10-Q of Alpha Pro Tech, Ltd;

2.                                       Based on myknowledge, this  report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

3.                                       Based on myknowledge, the financial statements, and other financial information includedin this  report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report;

4.                                       The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)              Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

b)             Designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purpose in accordance with generallyaccepted accounting principles;

c)              Evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

d)             Disclosed in this report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’s fourthfiscal quarter in the case of an annual report) that has materially affected,or is reasonably likely to materially affect, the registrant’s internal controlover financial reporting; and

5.                                       The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

a)              All significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

b)             Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.
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| DATE:  | May  12, 2005 |   | BY:  | /s/ Lloyd Hoffman                             |   |
|        |          |   |      | Lloyd Hoffman                                      |
|        |          |   |      | Chief Financial Officer and  Senior Vice President |

 

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