**EXHIBIT 31.2**

 

**CERTIFICATION OF PRINCIPAL FINANCIAL ANDACCOUNTING OFFICER**

Section 302 Certification

 

I,John R. Spina, certify that:

 

1.                                       I have reviewed this annual report onForm 10-KSB of VendingData Corporation;

 

2.                                       Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.                                       Based on my knowledge, the financialstatements and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the small business issuer as of, and for, the periodspresented in this report;

 

4.                                       The small business issuer’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the small business issuer and have:

 

a)              Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)             Evaluatedthe effectiveness of the small business issuer’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures as of the end of the period covered by thisreport based on such evaluation; and

 

c)              Disclosedin this report any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s fourthfiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the small business issuer’s internal control over financialreporting; and

 

5.                                       The small business issuer’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the small businessissuer’s auditors and the audit committee of the small business issuer’s boardof directors (or persons performing the equivalent functions):

 

a)              Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely to adverselyaffect the small business issuer’s ability to record, process, summarize andreport financial data information; and

 

b)             Any fraud,whether or not material, that involves management or other employees who have asignificant role in the small business issuer’s internal control over financialreporting.

 
| Date:  March 30, 2004 | By:    | /s/  JOHN R. SPINA                     |   |
|---------------------------------|--------|----------------------------------------|--------|
|                            |   | John R.  Spina,                   |
|                            |   | Chief  Financial Officer and Treasurer |
|                                 |        |                                        |        |  |

 

----