**EXHIBIT 31.2**

 

CERTIFICATION

 

I, Janet M. Biski, certify that:

 
| 1.     |   | I have reviewed this quarterly**report on Form**10-Q of SRS Labs, Inc.;                                                                                                                                                                                                                                               |
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| 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;                           |
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| 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)) 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)                                                                                                                                                                                                                                                                                                                    |   | 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 |
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| 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. |

 

 
| Dated: November 14, 2003 |                     |
|--------------------------|--------------------------|
|                     | /s/ Janet M.  Biski      |   |
|                     | Janet M. Biski           |   |
|                     | Chief Financial  Officer |   |

 

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