Exhibit 31.2
**CERTIFICATIONS**
     I, Arthur S. Rosten, certify that:
     1. I have reviewed this quarterly report on Form 10-QSB of AMDL, Inc.
     2. Based on my knowledge, this annual report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this annualreport;
     3. Based on my knowledge, the financial statements, and other financialinformation included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of thesmall business issuer as of, and for, the periods presented in this annualreport;
     4. The small business issuer’s other certifying officers and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f) for the small business issuer and have:
     a) designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the small businessissuer, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in whichthis annual report is being prepared;
     b) designed such internal control over financial reporting, orcaused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles.
     c) evaluated the effectiveness of the small business issuer’sdisclosure controls and procedures and presented in this annual reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this annual reportbased on such evaluation; and
     c) disclosed in this report any change in the small businessissuer’s internal control over financial reporting that occurred duringthe small business issuer’s fourth fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the smallbusiness issuer’s internal control over financial reporting; and
     5. The small business issuer’s other certifying officers and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the small business issuer’s auditors and the auditcommittee of small business issuer’s board of directors (or persons performingthe equivalent functions):
     a) all significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting whichare reasonably likely to adversely affect the small business issuer’sability to record, process, summarize and report financial information;and
     b) any fraud, whether or not material, that involves management orother employees who have a significant role in the small businessissuer’s internal control over financial reporting.   Date: May 13, 2004      /s/ Arthur S. Rosten    Arthur S. Rosten  Chief Financial Officer