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

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:   August 12, 2004



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


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