Exhibit
      31.2


**CERTIFICATION**
 
 
 I,
        Russell R. Lee
        III, certify that:
 
 1. I
        have reviewed
        this quarterly report on Form 10-Q of Teltronics, Inc.;
 
 2. Based
        on my
        knowledge, this report does not contain any untrue statement of a material
        fact
        or omit to state a material fact necessary to make the statements made, in
        light
        of the circumstances under which such statements were made, not misleading
        with
        respect to the period covered by this report;
 
 3. Based
        on my
        knowledge, the financial statements, and other financial information included
        in
        this report, fairly present in all material respects the financial condition,
        results of operations and cash flows of the registrant as of, and for, the
        periods presented in this report;
 
 4. The
        registrant’s
        other certifying officer(s) 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)) for the registrant and have:
 
 (a) Designed
        such
        disclosure controls and procedures, or caused such disclosure controls and
        procedures to be designed under our supervision, to ensure that material
        information relating to the registrant, including its consolidated subsidiaries,
        is made known to us by others within those entities, particularly during
        the
        period in which this report is being prepared;
 
 (b) *[Paragraph
        omitted pursuant to SEC Release Nos. 33-8545 and 34-51293.]*
  (c) Evaluated
        the
        effectiveness of the registrant’s disclosure controls and procedures and
        presented in this report our conclusions 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 registrant’s internal control over financial reporting
        that occurred during the registrant’s most recent fiscal quarter (the
        registrant’s fourth fiscal quarter in the case of an annual report) that has
        materially affected, or is reasonably likely to materially affect, the
        registrant’s internal control over financial reporting; and
 
 5. The
        registrant’s
        other certifying officer(s) and I have disclosed, based on our most recent
        evaluation of internal control over financial reporting, to the registrant’s
        auditors and the audit committee of the registrant’s board of directors (or
        persons performing the equivalent functions):
 
 (a) All
        significant
        deficiencies and material weaknesses in the design or operation of internal
        control over financial reporting which are reasonably likely to adversely
        affect
        the registrant’s ability to record, process, summarize and report financial
        information; and
 
 (b) Any
        fraud, whether
        or not material, that involves management or other employees who have a
        significant role in the registrant’s internal control over financial
        reporting.
 
 Date:
        November 8,
        2006
 
 
 /s/
        Russell R.
        Lee III
 Russell
        R. Lee
        III
 Vice
        President
        Finance and Chief Financial Officer