**Exhibit 31.2**

**CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANTTO EXCHANGE ACT RULE 13a-14(a) AS ADOPTED PURSUANT TO SECTION 302OF THE SARBANES-OXLEY ACT OF 2002**

I, James Armstrong, ChiefFinancial Officer of Optelecom, Inc. (the “Registrant) certify that:

1.                I have reviewedthis annual report on Form 10-K of Optelecom Inc. for the year ended December 31,2003;

2.                Based on myknowledge, this annual report does not contain any untrue statements of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the periods presented in this annual report;

3.                Based on myknowledge, the financial statements, and other financial information includedin this annual report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant, as of, andfor the periods presented in this annual report;

4.                The registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-14and 15d-14) for the registrant and we 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 registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

b)               evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisannual report based on such evaluation; and

c)                disclosed in thereport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

5.                The registrant’sother certifying officer and I have disclosed, based upon our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s Board of Directors (orpersons fulfilling the equivalent function):

a)                all significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

b)               anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.

**Date:  March 29,2004**
| /s/ James Armstrong                |   |   |
|------------------------------------|--------|--------|
| Director, Chief  Financial Officer |

 

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