Exhibit
31.2

CERTIFICATION
PURSUANT TO 
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,
Gregory R.L. Smith, certify that:

1.        I
have reviewed this quarterly report on Form 10-Q of Image Sensing Systems,
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 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)          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                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c)          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 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):

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| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| | (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: May 13,
2009

| |                                 | 
| | ------------------------------- | 
| | /s/ Gregory
 R.L. Smith         | 
| | Name:
 Gregory R.L. Smith       | 
| | Title: Chief
 Financial Officer



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