CERTIFICATION
                                                                    EXHIBIT 31.2

I, Roger D. Dudley, certify that:

1.         I have reviewed this Quarterly Report on Form 10-Q of Fonix
           Corporation;

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 registrant as of, and for, the periods presented in this
           report;

4.         The registrant's other certifying officer(s) 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)) and
           internal control over financial reporting (as defined in Exchange Act
           Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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
                     principles;

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

5.         The registrant's other certifying officer(s) and I have disclosed,
           based on our most recent evaluation of internal control over
           financial reporting, to the registrant's auditors and the audit
           committee of the registrant'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 registrant'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 registrant's internal control over financial
                     reporting.

Date: November 18, 2003

/s/ Roger D. Dudley
Roger D. Dudley
Executive Vice President and Chief Financial Officer