Exhibit 31.2

                                  CERTIFICATION

I, Erwin Vahlsing, Jr., certify that:

1.                  I have reviewed this quarterly report on Form 10-QSB/A of
                    ICOA, Inc.;

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 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
                    my supervision, to ensure that material information relating
                    to the small business issuer, including its consolidated
                    subsidiaries, is made known to me by others within those
                    entities, particularly during the period in which this
                    report is being prepared;

       b.           Evaluated the effectiveness of the small business issuer's
                    disclosure controls and procedures and presented in this
                    report my 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

       c.           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 controls over financial reporting.


Date:  March 19, 2004                               By: /s/ Erwin Vahlsing, Jr.
                                                        -----------------------
                                                            Erwin Vahlsing, Jr.,
                                                            Treasurer