**Exhibit 31.2**
**CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**
I, Richard G. Vasek, certify that:
     1. I have reviewed this quarterly report on Form 10-Q of Rockford Corporation;
     2. Based on my knowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the periodcovered by this report;
     3. Based on my knowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in this report,except to the extent affected by the material weaknesses disclosed in Item 4 of this report;
     4. The registrant’s other certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:
     (a) Designed such disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under the Company’s supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is beingprepared;
     (b) Designed such internal control over financial reporting, or caused such internal controlover financial reporting to be designed under the Company’s supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles;
     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures andpresented in this report the Company’s conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this report based on suchevaluation; and
     (d) Disclosed in this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financialreporting; and
     5. The registrant’s other certifying officer(s) and I have disclosed, based on the Company’smost recent evaluation of internal control over financial reporting, to the registrant’s auditorsand the audit committee of the registrant’s board of directors (or persons performing theequivalent functions):
     (a) All significant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely to adversely affect theregistrant’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 havea significant role in the registrant’s internal control over financial reporting.    /s/ Richard G. Vasek   Richard G. Vasek Chief Financial Officer Principal Financial Officer
Date: May 12, 2005