**Forward Industries, Inc.**

**NOTES TO CONSOLIDATED FINANCIALSTATEMENTS**

** (UNAUDITED)**

** **

 

Exhibit 31.2

CERTIFICATION PURSUANT TORULE 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 reporton Form 10‐Q for the three months ended December 31, 2008, of Forward;                                                                                                                                                                                      |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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 the circumstancesunder which such statements were made, not misleading with respect to theperiod 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 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)                                                                                                                                                                                                                                                                                                     | 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; |
|   | 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 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 Forward’s auditors and the audit committee ofForward’s board of directors (or persons performing the equivalent functions):                 |
|   | a)                                                                                                                                                                                                                                                                                                     | all significant deficiencies andmaterial weaknesses in the design or operation of internal controls overfinancial reporting which are reasonably likely to adversely affect Forward’sability to record, process, summarize and report financial information;  and |
|   | b)                                                                                                                                                                                                                                                                                                     | any fraud, whether or not material, thatinvolves management or other employees who have a significant role in Forward’sinternal controls over financial reporting. |

Date: February 10, 2009

 

/s/James O. McKennaJames O. McKenna

ChiefFinancial Officer (Principal Financial and Accounting Officer)