EXHIBIT 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

         I, Peter H.  Stelling,  Chief  Financial  Officer,  Vice  President and
Treasurer of Scan-Optics, Inc., certify that:

         1. I have  reviewed  this  annual  report on Form 10-K of  Scan-Optics,
Inc.;

         2. Based on my  knowledge,  this  annual  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
statement were made,  not misleading  with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information  included  in this annual  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 annual 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 annual 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 period
covered by this report that has materially affected,  or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.

         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 registrant's
board of directors (or persons performing the equivalent function):

                  a) All significant  deficiencies and material  weakness in the
design or operation of internal  controls  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 controls over financial reporting.



<PAGE>



Date: March 30, 2005
                                     /s/ Peter H. Stelling
                                     ---------------------------------------
                                     Peter H. Stelling
                                     Chief Financial Officer, Vice President
                                     and Treasurer



<PAGE>