```

                                                                  Exhibit 31.2

                                  CERTIFICATION

I, Michael J. Rosinski certify that:

1. I have reviewed this quarterly report on Form 10-QSB 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 small business issuer as of, and for the periods presented in this
   report;

4. The small business issuer's other certifying officer(s) 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 small business issuer 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 its 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, as of the end of
          the period covered by this report based on such evaluation;; 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(s) and I have
   disclosed, based on our most recent evaluation of internal control over
   financial reporting to the small business issuer's auditors and audit
   committee of the small business issuer's board of directors (or persons
   performing the equivalent functions);

        a. All significant deficiencies in the design or operation of internal
           control 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 control over financial reporting.

Date: May  23, 2005
                                                       /s/ Michael J. Rosinski
                                                 By: Michael J. Rosinski
                                                 Title: Chief Financial Officer
```