EXHIBIT 31.2
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                                  CERTIFICATION

I, Jeffery A. Baird, certify that:

1. I have reviewed this annual report on Form 10-KSB of CAS Medical Systems,
   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 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. The small business issuer's other certifying officer and I are 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. 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

   c. 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. The small business issuer's other certifying officer and I have disclosed,
   based on our 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.

/s/ Jeffery A. Baird
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Jeffery A. Baird
Chief Financial Officer

Date: March 26, 2004