Exhibit 31.2
 
 CERTIFICATION
 
 I, Larry A. May, certify
that:
 
 1.  I have reviewed this
Quarterly Report on Form 10-Q of NeoStem, Inc.;
 
 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 the registrant as of, and for, the periods
presented in this report;
 
 4.  The registrant's other
certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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
the registrant, 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 the
registrant'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 the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrant’s internal control
over financial reporting; and
 
 5.  The registrant’s other
certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing
the equivalent functions):
 
 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
the registrant'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 the
registrant's internal control over financial reporting.
 
 Date: August 16,
2010
 
 /s/ Larry A. May
 Name: Larry A. May
 Title: Chief Financial Officer of
NeoStem, Inc.
 
 A signed original of this written
statement required by Section 302 has been provided to NeoStem, Inc. and will be
retained by NeoStem, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.