**Exhibit
31.2**
 
 **CERTIFICATION
PURSUANT TO SECURITIES EXCHANGE ACT RULES**
 **13A-14
AS ADOPTED PURSUANT TO SECTION 302 OF**
 **THE
SARBANES-OXLEY ACT OF 2002**
 
 I, John
D. Mazzuto, the Chief Financial Officer (the principal financial officer) of
Industrial Enterprises of America, Inc., certify that:
 
 1.
    I
      have reviewed this quarterly report on Form 10-QSB of Industrial
      Enterprises of America, 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 quarterly report;
 
 3.
    Based
      on my knowledge, the financial statements, and other financial information
      included in this quarterly report, fairly present in all material respects
      the financial condition, results of operations and cash flows of the
      registrant as of, and for, the periods presented in this quarterly
      report;
 
 4.
    The
      registrant's other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e)) for the registrant 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 registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this quarterly report is
      being prepared; and
 
 b.
    Evaluated
      the effectiveness of the registrant'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.
 
 5.
    The
      registrant’s other certifying officer(s) and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of registrant's board
      of directors (or persons performing the equivalent
    function):
 
 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 registrant'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 registrant's internal control
      over financial reporting.
 
 6.
    The
      registrant’s other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.
 
 
 
 
 Dated:
March 31 ,
2005
 /s/
John D. Mazzuto
 John D.
Mazzuto
 Chief
FinancialOfficer,
Vice Chairman of the Board and Assistant Secretary