**Exhibit
      31.2**




*Certifications
      pursuant to Securities and Exchange Act of 1934 Rule 13a-14 as adopted
      pursuant to Section 302 of Sarbanes-Oxley Act of 2002:*





I,
      Christopher Chipman, Chief Financial Officer of Capital Gold Corporation (the
      “Registrant”), certify that:





1.
      I have
      reviewed this amendment to the annual report on Form 10-KSB of the Company;





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.
      I am
      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
      I have:





a)
      designed such disclosure controls and procedures to ensure that material
      information relating to the Registrant, including its consolidated subsidiaries,
      is made known to me 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 as of a date within 90 days prior to the filing date of this annual
      report (the Evaluation Date); and





c)
      presented in this annual report my conclusions about the effectiveness of the
      disclosure controls and procedures based on my evaluation as of the Evaluation
      Date;





5.
      I have
      disclosed, based on my most recent evaluation, to the Registrant's auditors
      and
      the audit committee of Registrant's board of directors (or persons performing
      the equivalent function):





a)
      all
      significant deficiencies in the 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 internal controls; and





b)
      any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the Registrant's internal controls; and





6.
      I have
      indicated in this annual report whether or not there were significant changes
      in
      internal controls or in other factors that could significantly affect internal
      controls subsequent to the date of my most recent evaluation, including any
      corrective actions with regard to significant deficiencies and material
      weaknesses.





Date:
      March 16, 2007




Christopher
      Chipman





Christopher
      Chipman


Chief
      Financial Officer