**Exhibit 31.2**

 

CERTIFICATION

 

I, Carol A. Rice, certify that:

 

7.               I have reviewed this annual report onForm 10-KSB of Paulson Capital Corp.;

 

8.               Based on my knowledge, this annualreport does not contain any untrue statement of a material fact or omit to statea material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

9.               Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results oroperations and cash flows of the registrant as of, and for, the periodpresented in this annual report;

 

10.         The registrant’s other certifying officers andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15-d-15(e)) for theregistrant and we have:

 

a.               Designedsuch disclosure controls and procedures, or caused such disclosure controls tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisannual report is being prepared;

 

b.              Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented 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.               Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

11.         The registrant’s other certifying officers andI have disclosed, based on our most recent evaluation, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent function):

 

a.               Allsignificant deficiencies in the design or operation of internal controls whichare reasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information, and

 

b.              Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

 

12.         The registrant’s other certifying officers andI have indicated in this annual report whether or not there were significantchanges in internal controls or in other factors that could significantlyaffect internal controls subsequent to the date of our most recent evaluation,including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

 

 
| Dated: March  29, 2004 |
|------------------------|
|                   |
|                   | /s/ Carol  Rice |   |
|                   | (Carol A.  Rice) |
|                   | (Chief  Financial Officer) |

 

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