# EXHIBIT 31.2

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

I, Arthur J. Bourgeois,
certify that:

1.                 I
have reviewed this annual report on Form 10-KSB 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 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;
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| | (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
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| | (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
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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
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| | (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.
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Date:   March 24, 2006

| | /s/   Arthur J. Bourgeois                                     
| | --------------------------------------------------------------
| | Name:   Arthur J. Bourgeois
Title:     Chief Financial Officer

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