EXHIBIT
31.2
 
 OFFICER’S
CERTIFICATE
 PURSUANT
TO RULE 13A-14(A)/15D-14(A)
 
 I, Robert
Carmichael, Chief Financial Officer, certify that:
 
 1.           I
have reviewed this Form 10-Q for the quarter ended March 31, 2009, of Brownie’s
Marine Group, Inc.;
 
 2.           Based
on my knowledge, this 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 report;
 
 3.           Based
on my knowledge, the financial statements, and other financial information
included in this 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 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) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f) for the registrant 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
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
 
 (b)           Designed
such internal control over financial reporting, or cause 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 report based on such evaluation; and
 
 (d)           Disclosed
in this report any change in the small business issuer’s internal control over
financial reporting that occurred during the small business issuer’s most recent
fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the small business issuer’s internal control over financial
reporting; and
 
 5.           I
have disclosed, based on my 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:May 13,
      2009
                  By:
                  /s/ Robert
      M. CarmichaelName:
                  Robert
      M. CarmichaelTitle:
                  Chief Financial
      Officer