**Exhibit31.2**

**CERTIFICATIONOF CHIEF FINANCIAL OFFICER**

**Pursuantto Rule 13a-14(a) adopted pursuant to Section 302 of the Sarbanes-OxleyAct of 2002**

I,Wayne G. Wetherell, certify that:

1. I have reviewed thisForm 10-K/A (Amendment No. 2) of ImageWare Systems, Inc.;

2. Based on my knowledge,this report does not contain any untrue statement of a material fact or omit tostate a material 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,the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;

4. The registrant’s othercertifying officer(s) and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e)and 15d–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:

(a) Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

(b) Designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

(c) Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

(d) Disclosed inthis report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

5. The registrant’s othercertifying officer(s) and I have disclosed, based on our most recent evaluationof internal control over financial reporting, to the registrant’s auditors andthe audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):

(a) Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

(b) Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.
| Dated: | May 7, 2007 |                    | /s/ Wayne G. Wetherell |
|--------|------------------|-------------------------|------------------------|
|   |             | Wayne G. Wetherell      |
|   |             | Chief Financial Officer |

 

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