**Exhibit 31.2**

 

**CERTIFICATION**

** **

I, John P. Burton certify that:

 

1.               I have reviewed this quarterly report onForm 10-QSB of Power3 Medical Products, 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 the this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the small businessissuer as of, and for the periods presented in this report;

 

4.               The small business issuer’s othercertifying officer(s) and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the small business issuer 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 small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b                                         Evaluated theeffectiveness of the small business issuer’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls, as of the end of the period covered by this report basedon such evaluation;; and

 

c.                                       Disclosedin this report any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s mostrecent fiscal quarter (the small business issuer’s fourth fiscal quarter in thecase of an annual report) that has materially affected, or is reasonably likelyto materially affect, the small business issuer’s internal control overfinancial reporting; and

 

5.               Thesmall business issuer’s other certifying officer(s) and I have disclosed, basedon our most recent evaluation of internal control over financial reporting tothe small business issuer’s auditors and audit committee of the small businessissuer’s board of directors (or persons performing the equivalent functions);

 

a.                                       Allsignificant deficiencies in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the smallbusiness issuer’s ability to record, process, summarize, and report financialinformation; and

 

b.                                      Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal control overfinancial reporting.

 
| Date: May 15, 2006 | /s/ John P. Burton              |   |
|-------------------------|---------------------------------|--------|
|                    | By: John P. Burton              |
|                    | Title: Chief Accounting Officer |

 

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