**Exhibit31.2**

 

**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)          designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the small business issuer,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

(b)         [Reserved]

 

(c)          evaluated the effectiveness of the small business issuer’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

(d)         disclosed in this report any change in the small business issuer’sinternal control over financial reporting that occurred during the smallbusiness issuer’s most recent fiscal quarter that has materially affected, oris reasonably likely to materially affect, the small business issuer’s internalcontrol over financial reporting; 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)          all significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the small business issuer’s ability to record,process, summarize and report financial information; and

 

(b)         any fraud, whether or not material, that involves management or otheremployees who have a significant role in the small business issuer’s internalcontrol over financial reporting.

 

 
| Dated: | May  16, 2005 |                     | /s/  Wayne G. Wetherell |
|--------|---------------|--------------------------|-------------------------|
|   |          | Wayne  G. Wetherell      |
|   |          | Chief  Financial Officer |

 

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