Exhibit 31.2

CERTIFICATION PURSUANT TO
RULE 13a-14(a) UNDER THE EXCHANGE ACT

I,
James O. McKenna, Chief Financial Officer of Forward Industries, Inc.
(Forward) certify that:

|1. | I have reviewed this quarterly
report on Form 10‐Q for the three months ended June 30, 2009, of Forward;                                                                                                                                                                                                                 
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|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;               
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|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 Forward as of, and for, the periods presented in
this report;                                         
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|4. | Forward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 Forward and we have:
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|5. | Forwards other certifying officer
and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to Forwards auditors and the audit committee of Forwards
board of directors (or persons performing the equivalent functions):                                               
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Date: August 5, 2009



/s/
James O. McKennaJames O. McKenna

Chief
Financial Officer 
(Principal Financial and Accounting Officer)