**Exhibit** **31.2**
  **Certificate
        of Chief Financial Officer**
 **Pursuant
        to Rule 13a-14(a)/15d-14(a)**
  
  I,
        Douglas P. Baker, certify that:
  1.            
        I have reviewed this quarterly report on Form 10-Q for the quarter ended
        June
        30, 2005 of Nano-Proprietary, Inc. (“NNPP”);
  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 NNPP as of, and for, the
        periods presented in this report.
  4.            
        NNPP’s other certifying officers and I are responsible for establishing and
        maintaining disclosure controls and procedures (as defined in the Exchange
        Act
        Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
        as
        defined in the Exchange Act Rules 13a - 15(f) and 15d - 15(f) for NNPP 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 NNPP, including its consolidated subsidiaries, is
        made
        known to us by others within those entities, particularly during the period
        in
        which this report is being prepared;
  (b) Designed
        such internal control over financial reporting, or caused such internal control
        over financial reporting to be designed under our supervision, to provide
        reasonable assurance regarding the reliability of financial reporting and
        the
        preparation of financial statements for external purposes in accordance with
        generally accepted accounting principles;
  (c)           Evaluated
        the effectiveness of NNPP’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 NNPP’s internal control over financial reporting
        that occurred during NNPP’s most recent fiscal quarter that has materially
        affected, or is reasonably likely to materially affect, NNPP’s internal control
        over financial reporting; and
  5.            
        NNPP’s other certifying officers and I have disclosed, based on our most recent
        evaluation of internal control over financial reporting, to NNPP’s auditors and
        the audit committee of NNPP’s board of directors:
  (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 NNPP’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 NNPP’s internal control over financial
        reporting.
    Date:   
        July 26, 2005





/s/Douglas
      P.
      Baker


Douglas
      P. Baker


Chief
      Financial Officer