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 second 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
November 10, 2004