**Exhibit 31.2**

**CERTIFICATION PURSUANT TORULE 13a-14(a) UNDER THE EXCHANGE ACT**

I,Douglas W. Sabra, Chief Financial Officer of Forward Industries, Inc.("Forward") certify that:

| 1. | I have reviewed this quarterlyreport on Form 10‐QSB for the three months ended December 31, 2005, of Forward;                                                                                                                                                                                    |
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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; |
| 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 Forward as of, and for, the periods presented inthis report;                           |
| 4. | Forward's other certifying officerand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a‐15(e) and 15d‐15(e))for Forward and we 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 Forward, 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Not applicable;                                                                                                                                                                                                                                                                                                                                                              |
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | evaluated the effectiveness ofForward's disclosure controls and procedures and presented in this report ourconclusions 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 changein Forward's internal control over financial reporting that occurred duringForward's most recent fiscal quarter (Forward's fourth fiscal quarter in thecase of an annual report) that has materially affected, or is reasonably likelyto materially affect, Forward's internal control over financial reporting; and                      |
| 5.     | Forward's other certifying officerand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to Forward's auditors and the audit committee ofForward's board of directors (or persons performing the equivalent functions):                                                                                                                                                                                                                                                                                                                               |
|   | a)all		significant deficiencies and material weaknesses in the design or		operation of internal controls over financial reporting which are		reasonably likely to adversely affect Forward'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 Forward's internal controls over financial		reporting.
Date: February 2, 2006

/s/Douglas W. SabraDouglas W. SabraChiefFinancial Officer(Principal Financial and Accounting Officer)
 
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