**Exhibit 31.2**

 

CERTIFICATION

 

I, Carol A. Rice, certify that:

 

1.             I have reviewed thisquarterly report on Form 10-QSB/A of Paulson Capital Corp.;

 

2.             Based on myknowledge, this quarterly 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 quarterly report;

 

3.             Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the period presented in this quarterly report;

 

4.             The registrant’sother certifying officers 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 registrant and we have:

 

a.               Designed such disclosure controls andprocedures, or caused such disclosure controls to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly reportis being prepared;

 

b.              Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

c.               Disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter (the registrant’s fourth quarter inthe case of an quarterly report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

5.             The registrant’sother certifying officers and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent function):

 

a.               All significant deficiencies in thedesign or operation of internal controls which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b.              Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 
| Dated: December 3, 2004 |                       |
|------------------------------|----------------------------|
|                         |                       |
|                         | /s/ Carol Rice             |   |
|                         | (Carol A. Rice)            |   |
|                         | (Chief Financial  Officer) |   |
|                              |                            |  |  |

 

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