EXHIBIT 31.2
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                             OFFICER'S CERTIFICATE
                            PURSUANT TO SECTION 302*

I, David A. Dodge, Chief Financial Officer, certify that:

1. I have  reviewed  this form  10-QSB for the  quarter  ended June 30,  2004 of
NeoMedia Technologies, 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 small business
issuer as of, and for, the periods presented in this report;

4. I am responsible for  establishing  and maintaining  disclosure  controls and
procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15 (e)) for the
small business issuer 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  small  business  issuer,
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) Omitted;

            (c)  Evaluated  the  effectiveness  of the small  business  issuer'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  small  business
issuer's  internal  control over financial  reporting  that occurred  during the
small business  issuer's most recent fiscal quarter (the small business issuer's
fourth  fiscal  quarter  in the case of an annual  report)  that has  materially
affected,  or is reasonably  likely to  materially  affect,  the small  business
issuer's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over
financial  reporting,  to the small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer'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 small business  issuer'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 small  business  issuer's
internal control over financial reporting.

Date: August 2, 2004                       By: /s/ David A. Dodge
      --------------                           ---------------------------------
                                           Name: David A. Dodge
                                           Title: Chief Financial Officer

*The introductory  portion of paragraph 4 of the Section 302 certification  that
refers  to  the  certifying   officers'   responsibility  for  establishing  and
maintaining  internal control over financial  reporting for the company, as well
as paragraph  4(b),  have been omitted in  accordance  with Release No.  33-8238
(June 5,  2003)  because  the  compliance  period  has been  extended  for small
business issuers until the first fiscal year ending on or after April 15, 2005.