**EXHIBIT** **31.2**


Certificate
      of Chief Financial Officer


**Pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002**










I,
      Douglas P. Baker, certify that:





1. I
      have
      reviewed this annual report on Form 10-K for the year ended December 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 officer 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 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 principals.





(c) Evaluated
      the effectiveness of NNPP’s disclosure control’s 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 officer 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:
      March 1, 2006







/s/Douglas
      P. Baker


Douglas
      P. Baker


Chief
      Financial Officer