**Exhibit 31.2**

 

**CERTIFICATION**

 

I,Wayne G. Wetherell, certify that:

 

1.               I have reviewed this Amendment No. 1 toAnnual Report on Form 10-KSB/A of ImageWare Systems, Inc.;

 

2.               Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the small business issuer as of, and for, the periodspresented in this report;

 

4.               The small business issuer’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the small business issuer and have:

 

(a)          designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thesmall business issuer, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis report is being prepared;

 

(b)         [Reserved]

 

(c)          evaluated the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

(d)         disclosed in this report any change inthe small business issuer’s internal control over financial reporting thatoccurred during the small business issuer’s most recent fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, the smallbusiness issuer’s internal control over financial reporting; and

 

5.               The small business issuer’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the small business issuer’sauditors and the audit committee of the small business issuer’s board ofdirectors (or persons performing the equivalent functions):

 

(a)          all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financialinformation; and

 

(b)         any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the smallbusiness issuer’s internal control over financial reporting.

 
| Dated: | April  30, 2006 |                     | /s/  Wayne G. Wetherell |
|--------|-----------------|--------------------------|-------------------------|
|   |            | Wayne  G. Wetherell      |
|   |            | Chief  Financial Officer |

 

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