Exhibit
      31.2






**Certification**




I,
      John A. Marhofer, Jr., certify that:




1.
      I have reviewed this quarterly report on Form 10-Q of Cleveland BioLabs, 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 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 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)) 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 is made known to us by others within those entities, particularly during the
      period in which this 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, as of the
      end
      of the period covered by this report based on such evaluation; and




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 of internal control over financial reporting, to the registrant’ s
      auditors and the audit committee of the registrant’ s
      board of directors (or persons performing the equivalent functions):




a)
      All significant deficiencies and material weaknesses in the design or operation
      of internal control over financial reporting which are reasonably likely to
      adversely affect the registrant ’ 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 registrant ’ s
      internal control over financial reporting.







Dated:
                May 14, 2008
            By:
            /s/
                JOHN A. MARHOFER, JR.John
                A. Marhofer, Jr.
              Chief
                Financial Officer
              (Principal
                Financial Officer)