CERTIFICATION

I, Michael J. Rosinski certify that:

1. I have reviewed this quarterly report on Form 10QSB of Power3 Medical
   Products, Inc.;
2. Based on my knowledge, this annual 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
   information included in the this quarterly 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
   quarterly report;
4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures for the
   registrant and have:
        a. Designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including the
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           quarterly report is being prepared;
        b. Evaluated the effectiveness of the registrant's disclosure
           controls and procedures as of a date within 90 days prior to the
           filing of this quarterly report; and
        c. Presented in this quarterly report our conclusions about the
           effectiveness of the disclosure controls and procedures based on
           our evaluation noted preceding;
5. The registrant's other certifying officers and I have disclosed, based on
   our most recent evaluation, to the registrant's auditors:
        a. All significant deficiencies in the design or operation of
           internal controls which could adversely affect the registrant's
           ability to record, process, summarize, and report financial data
           and have identified for the registrant's auditors any material
           weaknesses in internal controls; and
        b. Any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and
6. The registrant's other certifying officers and I have indicated in this
   quarterly report whether there were significant changes in internal
   controls or in other factors that could significantly affect internal
   controls subsequent to the date of our most recent evaluation, including
   any corrective actions with regard to significant deficiencies and material
   weaknesses.

Date:    August 17, 2004

                                        /s/ Michael J. Rosinski
                                        By: Michael J. Rosinski
                                        Title: Chief Financial Officer