EXHIBIT 31.2
                                  ------------

              CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
        SECTION 13(a) OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 AS
                               ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I,  Larry  Tannenbaum  certify  that:

     1.   I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  IRIDEX
          Corporation;

     2.   Based  on  my  knowledge,  this  quarterly 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  quarterly  report;

     3.   Based  on  my knowledge, the financial statements, and other financial
          information  included  in this quarterly 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  quarterly  report;

     4.   The registrant's other certifying officer(s) 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  quarterly 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 changes 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  the  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(s) 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
          registrant'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 registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information;  and


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          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: August 17, 2004


                             By:  /s/ LARRY TANNENBAUM
                             --------------------------------------------------
                             Name:  Larry Tannenbaum
                             Title: Chief Financial Officer and Vice President,
                                    Administration
                             (Principal Financial and Accounting Officer)


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