EXHIBIT 31.2



CERTIFICATION OF CHIEF FINANCIAL OFFICER



PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, RONALD T. LINARES, certify that:



1. I have reviewed this quarterly report on Form 10-QSB of OmniComm Systems, Inc.;



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 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 officers 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 we have:



|(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designated 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;
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|(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 quarterly report based on such evaluation; and
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|(c) | Disclosed in this quarterly 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 an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.
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5. The registrants other certifying officers and I have
disclosed, based on our most recent evaluation of the internal controls over financial reporting, to the registrants auditors and the audit committee of the 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 controls over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any
material weaknesses in internal controls; 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.



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|By: |  | /s/ Ronald T. Linares  
|    |  | Ronald T. Linares      
|    |  | Chief Financial Officer



November 12, 2004