**Exhibit 31.2**

 

I, James P. Santelli, certify that:

 

1.             I have reviewed this quarterly report onForm 10-Q of Digital Angel Corporation;

 

2.             Based on my knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit to statea material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.             Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4.             The registrant’s other certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-(e)) for theregistrant and we have:

 

a)             Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision,  to ensure thatmaterial information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)            (Intentionally omitted)

 

c)             Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

d)            Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablelikely to materially affect, the registrant’s internal control over financialreporting; and

 

5.             The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof registrant’s board of directors (or persons performing the equivalentfunctions):

 

a)             All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

b)            Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| Date: August 3, 2004 |                      |
|---------------------------|---------------------------|
|                      |                      |
|                      | /s/ JAMES P. SANTELLI     |   |
|                      | James P. Santelli         |
|                      | Chief Financial Officer   |
|                      | Digital Angel Corporation |

 

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