EXHIBIT 31.2
                    Certification of Chief Operating Officer
   Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Item 307 of
                                 Regulation S-K

I, Terrence S. McGrath, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Hydron Technologies,
     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 quarterly 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 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)) 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, including its consolidated subsidiaries, is made
               known to us by others within those entities, particularly during
               the period in which this report is being prepare;

          b.   Evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this report our
               conclusion 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

          c.   Disclosed in this report any change in the registrant's internal
               control over financial reporting that occurred during the
               registrant's first 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:

          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.

/s/ TERRENCE S. MCGRATH
-----------------------------
Terrence S. McGrath
Chief Operating Officer
May 13, 2004
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