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)) and
      internal control 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 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:
                November 14, 2008
            By:
            /s/
                JOHN A. MARHOFER, JR.John
                A. Marhofer, Jr.
              Chief
                Financial Officer
              (Principal
                Financial Officer)