**Exhibit 31.2**

 

**CERTIFICATION**

 

I, WayneG. Wetherell, certify that:

 

1.               I have reviewed this annual report onForm 10-KSB 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 and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the small businessissuer, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

 

(b)         [Reserved]

 

(c)          evaluated the effectiveness of the small businessissuer’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 any change in the smallbusiness issuer’s internal control over financial reporting that occurredduring 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 material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the small business issuer’s abilityto record, process, summarize and report financial information; and

 

(b)         any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the small businessissuer’s internal control over financial reporting.

 

 
| Dated: | March 30,  2004 |                     | /s/ Wayne G.  Wetherell |
|--------|-----------------|--------------------------|-------------------------|
|   |            | Wayne G.  Wetherell      |
|   |            | Chief  Financial Officer |

 

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