**EXHIBIT 31.2**

 

**CERTIFICATIONS**

 

I, John R. Spina, ChiefFinancial Officer and Treasurer of VendingData Corporation, certify that:

 

1.             I have reviewed this quarterly report on Form 10-QSBof VendingData Corporation;

 

2.             Based on my knowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary 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 financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the small business issuer as of, and for, the periods presented in thisreport;

 

4.             The small business issuer’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in the Exchange Act Rules13a-15(e) and 15d-15(e)) for the small business issuer and have:

 

a.             Designed suchdisclosure 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.             Evaluated theeffectiveness of the small business issuer’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

c.             Disclosed inthis report any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s mostrecent fiscal quarter (the small business issuer’s fourth fiscal quarter in thecase of an annual report) that has materially affected, or is reasonably likelyto materially affect, the small business issuer’s internal control overfinancial reporting; and

 

5.             The small business issuer’s other certifying officerand I have disclosed, based on our most recent evaluation, to the smallbusiness issuer’s auditors and the audit committee of small business issuer’sboard of directors (or persons performing the equivalent functions):

 

a.             All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the small business issuer’s abilityto record, process, summarize and report financial information; and

 

b.             Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the small businessissuer’s internal control over financial reporting.  

 
| Date:  May 17 , 2004 |   | By:    | /s/ John R. Spina                                     |
|---------------------------|--------|--------|-------------------------------------------------------|
|                      |   |   | John  R. Spina, Chief Financial Officer and Treasurer |

 

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