Exhibit 31.2

                                  Certification
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

      I, Edwin Winiarz, certify that:

      1. I have reviewed this Form 10-K of Intelli-Check, 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 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 report;

      4. The  registrant's  other  certifying  officers and 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 registrant and we 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;

         (c)  disclosed in this report any change in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
fourth fiscal quarter 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 officers 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 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
controls over financial reporting.

Date:    March 30, 2005

                                               /s/ Edwin Winiarz
                                               ---------------------------------
                                               Name:    Edwin Winiarz
                                               Title:   Chief Financial Officer