EXHIBIT 31.2




CERTIFICATION
OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER


PURSUANT
TO SECTION 302 OF THE


SARBANES-OXLEY
ACT OF 2002




I, Marion
J. McCormick, certify that:




1.I have reviewed this
quarterly report on Form 10-Q of Power3 Medical Products, Inc;




2.Based on my knowledge,
this quarterly 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 quarterly report;




3.Based on my knowledge,
the financial statements, and other financial information included in
this quarterly 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 quarterly report;




4.The registrant’s other
certifying officer 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)) and internal controls over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this quarterly
      report is being prepared;




b)
            designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;




c)
            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, and evaluated the effectiveness of
      our internal control over financial reporting, and printed in this report
      our conclusions about the effectiveness of our internal control over
      financial reporting, as of the end of the period covered by this report
      based on such evaluation;





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 that has materially affected, or is reasonably likely to
      materially affect, the registrant’s internal control over financial
      reporting;





5.The registrant’s other
certifying officer and I have disclosed, based on our most recent evaluation, to
the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent function):




a) all
significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant’s ability to record, process, summarize
and report financial data and have identified for the registrant’s auditors any
material weaknesses in internal controls; and




b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal
controls      over financial
reporting.




Dated: December
      11, 2008
            By:
            /s/ Marion J.
  McCormickMarion
      J. McCormick
              Chief
      Accounting Officer