Exhibit 31.2

**CERTIFICATION**

 

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 and nine months ended June 30, 2004of 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 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)) forForward and we have:                                                                        |

a)        designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating toForward, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

b)        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

c)         disclosed in this report anychange in Forward's internal control over financial reporting that occurredduring Forward's most recent fiscal quarter (Forward's fourth fiscal quarter inthe case of an annual report) that has materially affected, or is reasonablylikely to materially affect, Forward's internal control over financialreporting; and

| 5. | Forward's other certifying officerand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to Forwards' auditors and the audit committee ofForward's board of directors (or persons performing the equivalent functions): |
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a)       all significant deficiencies and material weaknesses in the designor operation of internal controls over financial reporting which are reasonablylikely to adversely affect Forward's ability to record, process, summarize andreport financial information;  and

b)         anyfraud, whether or not material, that involves management or other employees whohave a significant role in Forward's internal controls over financialreporting.

Date: July 21, 2004

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