You are cordially invited to attend the meeting.  However, whether or not you expect to attend the meeting, to assure your shares are represented at the meeting, please date, execute and mail promptly the enclosed proxy in the enclosed envelope, for which no additional postage is required if mailed in the United States.

The accompanying proxy card is designed to permit each shareholder of record at the close of business on the Record Date to vote on a proposal to authorize and approve the Certificate of Amendment.  The proxy provides space for a shareholder to vote in favor of or against the Certificate of Amendment, or to abstain from voting on the Certificate of Amendment.  Approval of the Certificate of Amendment will require the affirmative vote of holders of outstanding shares having a majority of total votes present in person or represented by proxy at the Special Meeting and entitled to vote on approval of the Certificate of Amendment.

The holders of outstanding shares having a majority of the total votes entitled to vote at the Special Meeting, present in person or by proxy, will constitute a quorum for the transaction of business at the Special Meeting.  If a quorum is not present, the Special Meeting may be adjourned by the shareholders present in person or by proxy from time to time until a quorum is obtained.  Abstentions and broker nonvotes are counted for purposes of determining the presence or absence of a quorum for the transaction of business.  However, abstentions and broker nonvotes will have the same effect as a vote against approval of the Certificate of Amendment.

Shareholders are urged to sign the enclosed proxy card and return it promptly.  When a signed proxy card is returned with a choice specified with respect to the Certificate of Amendment, the shares represented will be voted by the proxies designated on the proxy card in accordance with the shareholder’s instructions.  The proxies for the shareholders are Ira L. Goldknopf and Helen R. Park and Marion McCormick.Park.

If a signed proxy card is returned and a shareholder has made no specification with respect to the Certificate of Amendment, the shares will be voted FOR approval of the Certificate of Amendment.

The enclosed proxy is solicited on behalf of our Board of Directors.  The cost of soliciting proxies will be paid by us.  Our officers may solicit proxies by mail, telephone or fax.  Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of our Common Stock.

On November __,December 10, 2008, the Board of Directors of the Company unanimously approved, subject to the approval of the shareholders of the Company, the Certificate of Amendment to the Company’s Certificate of Incorporation.  The Certificate of Amendment amends the Company’s Certificate of Incorporation to increase the authorized amount of Common Stock from 150,000,000 shares to 600,000,000 shares.  The Company plans to use 178,020,189 of the newly authorized shares of Common Stock for issuance under existing convertible notes, warrants and options.  In addition, under the terms of a consulting agreement between the Company and Bronco Technology, Inc., an affiliate of Helen R. Park, the Company’s Interim Chief Executive Officer, Bronco Technology’s right to receive 100,000 shares of Common Stock per month of Ms. Park’s services thereunder, is subject to an increase in the number of authorized shares of Common Stock pursuant to the Certificate of Amendment.  The Company currently has no other specific proposals, plans or arrangements with respect to the issuance of the newly authorized shares of Common Stock.

The Board of Directors believes that it is advisable and in the Company’s best interests to have available additional authorized but unissued shares of Common Stock in an amount adequate to provide for the Company's future needs.  The additional shares will be available for issuance from time to time by the Company in the discretion of the Board of Directors, normally without further shareholder action (except as may be required for a particular transaction by applicable law, requirements of regulatory agencies or by stock exchange rules), for any proper corporate purpose including, among other things, future acquisitions of property or securities of other corporations, stock dividends, stock splits, stock options, convertible debt and equity financing. The Certificate of Amendment is necessary, in the judgment of the Board of Directors, in order enable the Company to carry out its business objectives.

The terms of the additional shares of Common Stock will be identical to those of the currently outstanding shares of Common Stock.  However, because holders of Common Stock have no preemptive rights to purchase or subscribe for any unissued stock of the Company, the issuance of additional shares of Common Stock will reduce the current shareholders’ percentage ownership interest in the Company’s outstanding shares of capital stock.  The Certificate of Amendment will not alter the current number of issued shares. The relative rights and limitations of the shares of Common Stock would remain unchanged under the Certificate of Amendment.  The outstanding shares of Preferred Stock would continue to constitute a majority of the voting rights of the Company’s shareholders.

The increase in the number of authorized but unissued shares of Common Stock would enable the Company, without further shareholder approval, to issue shares from time to time as may be required for proper business purposes, such as raising additional capital for ongoing operations, business and asset acquisitions, stock splits and dividends, present and future employee benefit programs and other corporate purposes.

One of the effects of the Certificate of Amendment might be to enable the Board of Directors to render it more difficult to, or discourage an attempt to, obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of present management.  The Board of Directors would, unless prohibited by applicable law, have additional shares of Common Stock available to effect transactions (such as private placements) in which the number of the Company’s outstanding shares would be increased and would thereby dilute the interest of any party attempting to gain control of the Company.  Such action could discourage an acquisition of the Company that shareholders might view as desirable.

While the Certificate of Amendment may have anti-takeover ramifications, the Board of Directors believes that the financial flexibility offered by the Certificate of Amendment outweighs any disadvantages. To the extent that the Certificate of Amendment may have anti-takeover effects, the Certificate of Amendment may encourage persons seeking to acquire the Company to negotiate directly with the Board of Directors and thereby enable the Board of Directors to consider the proposed transaction in a manner that best serves the shareholders’ interests.

The effective time of the Certificate of Amendment will be 5:00 P.M., Eastern time, on the date that the Certificate of Amendment is filed with the Secretary of State of the State of New York or such other time as may be contemplated by the Certificate of Amendment.  The Company expects that such filing will take place on November [___], 2008.January 26, 2009.  However, the exact timing of the filing of the Certificate of Amendment, if any, will be determined by the Board of Directors.  The Board of Directors reserves the right, notwithstanding shareholder approval and without further action by the Company’s shareholders, to elect not to proceed with filing the Certificate of Amendment if, at any time prior to filing the Certificate of Amendment, the Board of Directors, in its sole discretion, determines that it is no longer in the best interests of the Company and its shareholders.

The following table provides information as of October 31,December 10, 2008 concerning beneficial ownership of Common Stock held by (1) each person or entity known by us to beneficially own more than 5% of our outstanding Common Stock, (2) each of our directors, (3) each of our current executive officers, and (4) all of our current directors and executive officers as a group.  The information as to beneficial ownership has been furnished by our respective shareholders, directors and executive officers and, unless otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares beneficially owned. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities.

Pursuant to Amended and Restated Employment Agreements executed on December 29, 2004, Dr. Goldknopf and Mr. Rash were each granted the right to receive 1,500,000 shares of Preferred Stock.  On September 6, 2007, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation that established and created the Preferred Stock.  On or about September 9, 2007, the Company issued the shares of Preferred Stock to Dr. Goldknopf and Mr. Rash.  On or about September 4, 2008, Mr. Rash resigned from all of his positions with the Company.  According to the terms of the Preferred Stock, upon termination of his employment with the Company, Mr. Rash’s 1,500,000 shares of Preferred Stock automatically converted into 1,500,000 shares of Common Stock.  Because the shares of the outstanding Preferred Stock have the number of votes equal to the number of votes of all outstanding shares of Common Stock plus one additional vote, Dr. Goldknopf, as the sole holder of Preferred Stock, holds a majority of the voting rights of the Company’s shareholders.  As a result, the issuance of Preferred Stock to Dr. Goldknopf and Mr. Rash, and the subsequent resignation of Mr. Rash, resulted in a change in control of the Company.

On or about November 4, 2008, Ira L. Goldknopf, the Company’s President, Chief Scientific Officer, interim Chairman and sole director, received a convertible promissory note from the Company with an initial principal amount of $1,189,435, convertible into approximately 39,647,833 shares of Common Stock, and warrants to purchase 36,598,000 shares of Common Stock.  The Company will not have sufficient authorized shares of Common Stock to issue upon the conversion of Dr. Goldknopf’s note, or the exercise of his warrants, unless the Certificate of Amendment becomes effective.

Under the terms of a consulting agreement between the Company and Bronco Technology, Inc., an affiliate of Helen R. Park, the Company’s Interim Chief Executive Officer, Bronco Technology’s right to receive 100,000 shares of Common Stock per month of Ms. Park’s services thereunder, is subject to an increase in the number of authorized shares of Common Stock pursuant to the Certificate of Amendment.

The shareholders of the Company are not entitled to any rights of appraisal or similar rights of dissenters with respect to any matter acted upon or contemplated by this Proxy Statement, including the Certificate of Amendment.

This Proxy Statement may contain statements deemed to be “forward-looking statements”.  Any statements that are not statements of historical fact may be deemed forward-looking statements.  Forward-looking statements are not meant to predict or guarantee actual results, performance, events, or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates, and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control.  Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties.  Forward-looking statements may include, without limitation, statements concerning business, financial and growth strategies and objectives, costs and earnings projections, and assumptions relating to any of these statements.  Factors that may influence forward-looking statements or cause actual results to differ materially from those described or anticipated by the forward-looking statements may include, without limitation, inability to obtain adequate financing for the Company, increased competition, results of arbitration and litigation, and stock volatility and illiquidity.

Because of the risks and uncertainties related to these factors and the forward-looking statements, readers are cautioned not to place undue reliance on the forward-looking statements.  There can be no assurance that any events or results described in any forward-looking statement will actually occur or be achieved.  We undertake no obligation to publicly revise the forward-looking statements to reflect events or circumstances that arise after the date hereof or to reflect the occurrence of unanticipated events or circumstances.  Readers should carefully review the risk factors described above and in other documents filed by the Company with the Commission.

You may submit proposals, including director nominations, for consideration at future shareholder meetings.  We expect to hold our 2009 Annual Meeting of Shareholders in or around July 16, 2009.  Our shareholders may submit proposals that they believe should be voted upon at the 2009 Annual Meeting consistent with regulations of the Securities and Exchange Commission and our bylaws.

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, some shareholder proposals may be eligible for inclusion in our 2009 proxy statement.  Any such shareholder proposals must have been submitted in writing to and received by our Corporate Secretary at 3400 Research Forest Drive, Suite B2-3, The Woodlands, Texas 77381 no later than _______,March 18, 2009.  The submission of a shareholder proposal does not guarantee that it will be included in our proxy statement.

The submission of a shareholder proposal does not guarantee that it will be presented at the Annual Meeting.  Shareholders interested in submitting a proposal are advised to contact knowledgeable legal counsel with regard to the detailed requirements of applicable federal securities laws and the our bylaws, as applicable.

The undersigned shareholder of Power3 Medical Products, Inc. (the "Company") hereby appoints Ira L. Goldknopf and Helen R. Park and Marion McCormick or any of them, with full power of substitution, as proxies to cast all votes, as designated below, which the undersigned shareholder is entitled to cast at the special meeting of shareholders to be held at the offices of the Company at 3400 Research Forest Drive, Suite B2-3, The Woodlands, Texas 77381, on ___________, November ___, 2008,Monday, January 26, 2009, at 8:00 a.m., local time upon the following matter.

The undersigned hereby acknowledges prior receipt of the notice of special meeting of shareholders and proxy statement dated November ___, 2004,December 26, 2008, and hereby revokes any proxy or proxies heretofore given.  This Proxy may be revoked at any time before it is voted by delivering to the Secretary of the Company either a written revocation of proxy or a duly executed proxy bearing a later date, or by appearing at the special meeting of shareholders and voting in person.

If you receive more than one proxy card, please sign and return all cards in the accompanying envelope.