Exhibit 31.2

I, John D. Stephens, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Biofield Corp.;

2. Based on my knowledge, this quarterly 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 quarterly
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
small business issuer as of, and for, the periods presented in this quarterly
report;

4. The small business issuer's other certifying officer 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)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the small business issuer 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 small business issuer,
     including its consolidated subsidiary, is made known to us by others within
     those entities, particularly during the period in which this quarterly
     report is being prepared;

     b) Designed such internal control over financial reporting, or caused such
     internal control over financial reporting to be designed under our
     supervision, to provide reasonable assurance regarding the reliability of
     financial reporting and the preparation of financial statements for
     external purposes in accordance with generally accepted accounting
     principles;

     c) Evaluated the effectiveness of the small business issuer'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 quarterly report based on such evaluation;
     and

     d) Disclosed in this quarterly report any change in the small business
     issuer's internal control over financial reporting that occurred during the
     small business issuer's fourth quarter that has materially affected, or is
     reasonably likely to materially affect, the small business issuer's
     internal control over the financial reporting; and

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

     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 small business issuer'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 small business issuer's
     internal control over financial reporting.

Date: August 13, 2004          By: /s/ JOHN D. STEPHENS
                                   ---------------------------------------------
                                   John D. Stephens
                                   Senior Vice President and Chief Operating
                                     Officer
                                   (Principal Accounting and Financial Officer)

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