Exhibit 31.2

**CERTIFICATION PURSUANT TO RULE 13a-14(a) UNDER THEEXCHANGE ACT**

I,James O. McKenna, certify that:
| 1.     | I have reviewed this QuarterlyReport on Form 10‐Q for the three months ended March 31, 2010 of Forward Industries, Inc. (“registrant”);                                                                                                                                                                                                                |
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| 2.     | Based on my knowledge, this 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;                                                                 |
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| 3.     | Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of registrant as of, and for, the periods presentedin this report;                                                                                        |
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| 4.     | Registrant’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a‐15(e) and15d‐15(e) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have forregistrant and we have: |
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|   |                                                                                                                                                                                                                                                                                                                                                                   | a) | designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating toregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared; |
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|   |                                                                                                                                                                                                                                                                                                                                                                   | b) | Designed such internal controlover financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles; |
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|   |                                                                                                                                                                                                                                                                                                                                                                   | c) | evaluated the effectiveness of registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report  based on such evaluation; and |
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|   |                                                                                                                                                                                                                                                                                                                                                                   | d) | disclosed in this report anychange in registrant’s internal control over financial reporting that occurredduring registrant’s most recent fiscal quarter (registrant’s fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, registrant’s internal control overfinancial reporting; and |
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| 5.     | Registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performing theequivalent functions):                                                                         |
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|   |                                                                                                                                                                                                                                                                                                                                                                   | a) | allsignificant deficiencies and material weaknesses in the design or operation ofinternal controls over financial reporting which are reasonably likely toadversely affect registrant’s ability to record, process, summarize and reportfinancial information;  and |
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|   |                                                                                                                                                                                                                                                                                                                                                                   | b) | anyfraud, whether or not material, that involves management or other employees whohave a significant role in registrant’s internal controls over financialreporting. |

 

Date: May 5, 2010

/s/James O. McKennaJames O. McKennaChief Financial Officer (Principal Financial and Accounting Officer)