**Exhibit 31.2**

**Rule 13a-14(a)/15d-14(a)Certificate of Chief Financial Officer**

I, Douglas P. Baker, certify that:

1.             I have reviewedthis quarterly report on Form 10-QSB for the quarter ended March 31, 2004 of Nano-Proprietary, Inc.(“NNPP”);

2.             Based on myknowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periodcovered by this report;

3.             Based on myknowledge, the financial statements, and other financial information included in this report, fairly present, in all materialrespects, the financial condition, results of operations and cash flows of NNPP as of, and for, the periods presented in thisreport.

4.             NNPP’sother certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inthe Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting as defined in the Exchange Act Rules13a-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 oursupervision, to ensure that material information relating to NNPP, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;

(b)          Designed such internal controlover financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable 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 disclosurecontrols and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls andprocedures, 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’sinternal control over financial reporting that occurred during NNPP’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, NNPP’s internal control over financial reporting; and

5.             NNPP’sother 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 whichare 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’sinternal control over financial reporting. 

 

Date:    April 27, 2004 

/s/Douglas P.Baker                                 Douglas P. BakerChief Financial Officer