**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, 2008, 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) 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
        subsidiaries, is made known to us by others within those entities, particularly
        during the period in which this report is being prepared;
  (b)  Omitted;
  (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 14, 2008
              By:*/s/*Robert M. CarmichaelName:Robert
                  M. CarmichaelTitle:Chief
                  Financial Officer