EXHIBIT 31.2

                              OFFICER'S CERTIFICATE

                            PURSUANT TO SECTION 302*

     I, David A. Dodge, Chief Financial Officer , certify that:

     1. I have reviewed this form 10-KSB for the fiscal year ended  December 31,
2003 of NeoMedia Technologies, 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 small business
issuer as of, and for, the periods presented in this report;

     4. I am responsible for  establishing and maintaining  disclosure  controls
and procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15 (e)) for
the small business issuer 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  small  business  issuer,
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) Omitted;

              (c) Evaluated the  effectiveness  of the small  business  issuer'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 small  business
issuer's  internal  control over financial  reporting  that occurred  during the
small business  issuer's most recent fiscal quarter (the small business issuer's
fourth  fiscal  quarter  in the case of an annual  report)  that has  materially
affected,  or is reasonably  likely to  materially  affect,  the small  business
issuer's internal control over financial reporting; and

     5. I have disclosed, based on my most recent evaluation of internal control
over financial reporting,  to the small business issuer's auditors and the audit
committee  of the  small  business  issuer'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 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 other  employees who have a significant  role in the small business  issuer's
internal control over financial reporting.

Date: February 27, 2004                 By: /s/ David A. Dodge
                                            ----------------------------------
                                            Name: David A. Dodge
                                            Title: Chief Financial Officer

*The introductory  portion of paragraph 4 of the Section 302 certification  that
refers  to  the  certifying   officers'   responsibility  for  establishing  and
maintaining  internal control over financial  reporting for the company, as well
as paragraph  4(b),  have been omitted in  accordance  with Release No.  33-8238
(June 5,  2003)  because  the  compliance  period  has been  extended  for small
business issuers until the first fiscal year ending on or after April 15, 2005.