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                                                                Exhibit 31.2

                                  **CERTIFICATION**

I, Michael J. Rosinski certify that:

1. I have reviewed this Amendment No. 1 to the quarterly report on Form
   10QSB/A of Power3 Medical Products, Inc.;
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 the 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;
4. The small business issuer's other certifying officer and I are responsible
   for establishing and maintaining disclosure controls and procedures 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 small
      business issuer, including the 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 small business issuer'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; and
   c. Disclosed in this report any change in the small business issuer's
      internal control over financial reporting that occurred during the
      small business issuer's most recent fiscal quarter (the small business
      issuer's fourth fiscal quarter in the case of an annual report) that
      has materially affected, or is reasonably likely to materially affect,
      the small business issuer's internal control over financial reporting;
      and
5. The small business issuer's other certifying officer and I have disclosed,
   based on our most recent evaluation of internal control over financial
   reporting, to the small business issuer's auditors and the audit committee
   of the small business issuer's board of directors (or persons performing
   the equivalent functions):
   a. All significant deficiencies and material weaknesses in the design or
      operation of internal controls over financial reporting which are
      reasonably likely to adversely affect the small business issuer'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 small business issuer's
      internal controls over financial reporting.

Date: November 15, 2004

                                                /s/ Michael J. Rosinski
                                                By: Michael J. Rosinski
                                                Title: Chief Financial Officer
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