**Exhibit 31.2**

 

**CERTIFICATION**

 

I,Wayne G. Wetherell, certify that:

 

1.                                       I have reviewed this quarterly report on Form10-QSB of ImageWare Systems, Inc.;

 

2.                                       Based on my knowledge, this report does notcontain 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 other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the small business issuer and have:

 

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

 

(b)         [Reserved]

 

(c)          evaluatedthe effectiveness of the small business issuer’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

(d)         disclosedin this report any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s mostrecent fiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the small business issuer’s internal control over financialreporting; and

 

5.                                       The small business issuer’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the small business issuer’s auditors andthe audit committee of the small business issuer’s board of directors (orpersons performing 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 small business issuer’s ability to record, process,summarize and report financial information; and

 

(b)         anyfraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal control overfinancial reporting.

 

 
| Dated: | August 16, 2004 |                                        | /s/ Wayne G. Wetherell |
|--------|----------------------|---------------------------------------------|------------------------|
|   |                 | Wayne G. Wetherell  Chief Financial Officer |

 

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