EXHIBIT 31
                                   ----------

                        CERTIFICATION OF PERIODIC REPORT
                        --------------------------------

I, Kristi J. Kampmann, certify that:

     1.   I  have  reviewed  this  quarterly  report on Form 10-QSB of Intercell
          International  Corporation;

     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.   The  small  business  issuer's  other  certifying  officer  and  I are
          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.   [Paragraph omitted in accordance with SEC transition instructions
               contained  in  SEC  Release  34-47986.]

          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 4th 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

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     5.   The  small  business  issuer's  other  certifying  officer  and 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 20, 2004



                                        /s/Kristi J. Kampmann
                                        ----------------------------------------
                                        Kristi J. Kampmann,
                                        Chief Financial Officer


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