**Exhibit
        31.2**
   **Pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002**
   I,
        Douglas P. Baker, certify that:
  1. I
          have
          reviewed this Amendment No. 2 to our annual report on Form 10-K/A for the
          year
          ended December 31, 2004 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 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
          principle;
  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:
        September 7, 2005
   /s/Douglas
        P. Baker
 Douglas
        P. Baker
    Chief
        Financial Officer