**EXHIBIT
      32.2**





**CERTIFICATION**


**PURSUANT
      TO SECTION 302**





I,
      Larry
      A. Kitchen, certify that:





1.
      I have
      reviewed Amendment No. 1 to the Annual Report on Form 10-KSB of Golden Phoenix
      Minerals, Inc.





2.
      Based
      on my Knowledge, this annual 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 annual 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 annual report;





4.
      The
      registrant's other certifying officers and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-14 and 15d-14) for the registrant and we have:





a)
      designed such disclosure controls and procedures 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;





b)
      evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and





c)
      presented in this annual report our conclusions about the effectiveness of
      the
      disclosure controls and procedures based on our evaluation as of the Evaluation
      Date;





5.
      The
      registrant's other certifying officers and I have disclosed, based on our most
      recent evaluation, 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 in the design or operation of internal controls which
      could adversely affect the registrant's ability to record, process, summarize
      and report financial data and have identified for the registrant's auditors
      any
      material weaknesses in internal controls; and





b)
      any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant's internal controls; and





6.
      The
      registrant's other certifying officers and I have indicated in this annual
      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.




Date: January
              18, 2006
            By:
            /s/ Larry A. KitchenLarry
              A. KitchenPrincipal
              Chief
              Financial Officer





32.2-1