Exhibit 31.2
**CERTIFICATIONS**
I, Arthur S. Rosten, certify that:
1.    I have reviewed this annual report on Form 10-KSB of AMDL, Inc.
2.    Based on my knowledge, this annual report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this annualreport;
3.    Based on my knowledge, the financial statements, and other financialinformation included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of thesmall business issuer as of, and for, the periods presented in this annualreport;
4.    The small business issuer’s other certifying officers and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial 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 suchdisclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the small businessissuer, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in whichthis annual report is being prepared;    b)    designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accountingprinciples.    c)    evaluated the effectiveness of the small business issuer’s disclosurecontrols and procedures and presented in this annual report ourconclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this annual reportbased on such evaluation; and    c)    disclosed in this report any change in the small business issuer’sinternal control over financial reporting that occurred during the smallbusiness issuer’s fourth fiscal quarter that has materially affected, oris reasonably likely to materially affect, the small business issuer’sinternal control over financial reporting; and
5. The small business issuer’s other certifying officers and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the small business issuer’s auditors and the audit committee ofsmall business issuer’s board of directors (or persons performing theequivalent functions):     a)    all significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which arereasonably likely to adversely affect the small business issuer’s abilityto record, process, summarize and report financial information; and    b)    any fraud, whether or not material, that involves management or otheremployees who have a significant role in the small business issuer’sinternal control over financial reporting.
Date: March 29, 2004
/s/ Arthur S. Rosten