**EXHIBIT 31.2**

 

CERTIFICATION OF CHIEFFINANCIAL OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF2002

 

I, Ulrich Gottschling, certify that:

 

1.                                       Ihave reviewed this Quarterly Report on Form 10-Q/A (Amendment No. 1) ofSRS Labs, Inc.;

 

2.                                       Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.                                       Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a)              Designed suchdisclosure 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 annual report is being prepared;

 

c)              Evaluated theeffectiveness 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)             Disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s third fiscal quarter endedSeptember 30, 2005 that has materially affected, or is reasonably likelyto materially affect, the registrant’s internal control over financialreporting; and

 

5.                                       Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions):

 

a)              All significantdeficiencies and material weaknesses in the design or operation of internalcontrols over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b)             Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal controls over financialreporting.

 

 
| Dated: May 10,  2006 |   |                                               |   |
|----------------------|--------|----------------------------------------------------|--------|
|                 |   | /S/ Ulrich Gottschling                             |   |
|                 |   | Ulrich Gottschling                                 |   |
|                 |   | Chief Financial Officer, Treasurer and   Secretary |   |

 

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