**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 not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3.             Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the smallbusiness issuer as of, and for, the periods presented in this report;

 

4.             The small business issuer’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the smallbusiness 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 thisreport our 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 in thesmall business 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 other certifying officer and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the small business issuer’s auditors and the auditcommittee of the small business issuer’s board of directors (or personsperforming 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: | November 21,  2005 |                                         | /s/  Wayne G. Wetherell |
|--------|-------------------------|----------------------------------------------|-------------------------|
|   |                    | Wayne  G. Wetherell  Chief Financial Officer |

 

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