**EXHIBIT31.2**

 

*CHIEFFINANCIAL OFFICER CERTIFICATION PURSUANT TO RULE 13a-14*

 

I, John H.Jungbauer, Vice President Finance and Chief Financial Officer of MedicalCV,Inc., certify that:

 

1.                                       Ihave reviewed this annual report on Form 10-KSB/A of MedicalCV, Inc. for thefiscal year ended April 30, 2004;

 

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 this report, fairly present in all material respects the financial condition,results of operations and cash flows of the small business issuer as of, andfor, the periods presented in this report;

 

4.                                       Thesmall business issuer’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer andhave:

 

(a)                      designedsuch disclosure 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 and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(c)                      disclosed inthis 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 and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to thesmall business issuer’s auditors and the audit committee of small businessissuer’s board of directors (or persons performing the equivalent functions):

 

(a)                      allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely 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 asignificant role in the small business issuer’s internal control over financialreporting.

 

 
| Dated:  March 22, 2004 | By:    | /s/ John H.  Jungbauer                              |   |
|-----------------------------|--------|-----------------------------------------------------|--------|
|                        |   | John H. Jungbauer                                   |
|                        |   | Vice President Finance and  Chief Financial Officer |

 

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