**Exhibit 31.2**

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**CERTIFICATION**

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I, John P. Burton, certify that:

 

1.                                       Ihave reviewed this report on Form 10-KSB for the year ended December 31,2005 of Power3 Medical Products, Inc.;

 

2.                                       Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for the periods presented in this report;

 

4.                                       Thesmall business issuer’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the small businessissuer and have:

 

a.                                       Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b.                                      Evaluatedthe effectiveness of the small business issuer’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

c.                                       Disclosedin this report any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s mostrecent fiscal quarter (the small business issuer’s fourth fiscal quarter in thecase of an annual report) that has materially affected, or is reasonably likelyto materially affect, the small business issuer’s internal control overfinancial reporting; and

 

5.                                       Thesmall business issuer’s other certifying officer and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to thesmall business issuer’s auditors and audit committee of the small businessissuer’s board of directors (or persons performing the equivalent functions):

 

a.                                       Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the small business issuer’s ability to record, process,summarize, and report financial information; and

 

b.                                      Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal control overfinancial reporting.

 
|                      | By:                               | /s/ John P. Burton                                |   |
|---------------------------|-----------------------------------|---------------------------------------------------|--------|
|                      | Name:                             | John P. Burton Chief Financial Officer (Principal |
|                      | Financial and Accounting Officer) |
| Date: April 28, 2006 |                              |

 

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