**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 March
31, 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:   
May 3, 2005
  /s/Douglas
P.
Baker
 Douglas
P. Baker
 Chief
Financial Officer