Exhibit 31.2

**SECTION 302 CERTIFICATION**

I, James L. Koenig, Chief Financial Officer, certify that:

1.          I have reviewed this amendment toannual report on Form 10-KSB of Eye Care International, Inc.;

2.          Based on my knowledge, thisamendment to annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary tomake the statements made, in light of the circumstances under which such statements were made, not misleading with respect to theperiod covered by this amendment to annual report;

3.          Based on my knowledge, thefinancial statements, and other financial information included in this amendment to annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented inthis amendment to annual report; 

4.          The registrant’s othercertifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)          Designed such disclosure controlsand procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period in which this amendment to annual report is beingprepared;

b)          Evaluated the effectiveness ofthe registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this amendment toannual report (the “Evaluation Date”); and

c)          Presented in this amendment toannual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of theEvaluation Date;

5.          The registrant’s othercertifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performing the equivalent functions):

a)          All significant deficiencies inthe design or operation of internal controls which could adversely affect the registrant’s ability to record, process,summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internalcontrols; and

b)          Any fraud, whether or notmaterial, that involves management or other employees who have a significant role in the registrant’s internal controls;and

6.          The registrant’s othercertifying officers and I have indicated in this amendment to annual report whether there were significant changes in internalcontrols or in other factors that could significantly affect internal controls subsequent to the date of our most recentevaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  April 27, 2004

|  | /s/ *James L. Koenig    *                      James L. Koenig Chief Financial Officer |
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