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 June 30, 2012, 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:     August 20, 2012 | By:    | /s/  Robert M. Carmichael
|------------------------- | ------ | -------------------------
|                          | Name:  | Robert M. Carmichael     
|                          | Title: | Chief Financial Officer