**EXHIBIT31.2**

 

CERTIFICATION

 

I, Janet M. Biski,certify that:

 
| 1.     | I have reviewed this quarterly**report  on Form10-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;        |
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| 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 officers 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:                                                                                  |
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|   | 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; |
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|   | 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 |
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|   | 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): |
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|   | 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 |
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|   | 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: August 12, 2003 |                    |   |
|------------------------|-------------------------|--------|
|                   | /s/  Janet M. Biski     |   |
|                   | Janet M. Biski          |   |
|                   | Chief Financial Officer |   |

 

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