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Exhibit 31.2

Certification Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002

I, Thomas D. Davis, certify that:

1. I have reviewed this annual report of
Xybernaut Corporation;

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)) for the registrant and have:



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| | (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) 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; and                                                                                                          
|
| | (c) Disclosed in this report any change in
    the registrants internal control over financial reporting
    that 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 the
registrants board of directors (or persons performing the
equivalent functions):



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| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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.                                                                                                   

March 12, 2004



| |                      
| | ---------------------
| | XYBERNAUT CORPORATION



| |     |                    
| | --- | -------------------
| | By: | /s/ THOMAS D. DAVIS

| |                          
| | -------------------------
| |                          
| | Thomas D. Davis          
| | Senior Vice President and
| | Chief Financial Officer