Exhibit
31.2

CERTIFICATION
PURSUANT TO 
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,
Gregory R. L. Smith, Chief Financial Officer of Image Sensing Systems, Inc.,
certify that:

1.
I have reviewed this annual report on Form 10-K of Image Sensing Systems, 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 registrant as of, and
for, the periods presented in this report;

4. The registrant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)) 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 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: March 23, 2010

| |                                
| | -------------------------------
| | /s/ Gregory R. L. Smith        
| |                                
| | Name: Gregory R. L. Smith      
| | Title: Chief Financial
 Officer

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