**Exhibit
      31.2**


**CERTIFICATION**


I,
      William J. Maender, certify that:





1.
      I have
      reviewed this annual report on Form 10-K for the year ended December 31, 2007
      of
      AE Biofuels, Inc..;





2.
      Based
      on my knowledge, this annual 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 annual report;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this annual 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 annual report;





4.
      The
      registrant's other certifying officers 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 15a-15(f)) for the registrant and
      we
      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, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this annual report is being prepared;




b)
      designed such internal control over financial
      reporting, or caused such internal 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;





d)
      disclosed in this report any change in registrant’s internal control over
      financial reporting the 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;
      and





5.
      The
      registrant's other certifying officers 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 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.




Date:/s/ William
              J. MaenderWilliam
              J. MaenderChief
                Financial Officer
              (Principal
                Accounting Officer)