**Exhibit 31.2**

 

**CERTIFICATIONS**

 

I, Marcia McHaffie, certifythat:

 

1.             I have reviewed thisquarterly report on Form 10-QSB of Encision Inc.;

 

2.             Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

 

3.             Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the small businessissuer as of, and for, the periods presented in this quarterly report;

 

4.             Thesmall business issuer other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-14 and 15d-14) for the small business issuer and have:

 

a)     designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)    evaluatedthe effectiveness of the small business issuer disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation;; and

 

c)     disclosedin this report any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s mostrecent fiscal quarter that has materially affected, or is reasonably likely tomaterially affect the small business issuer’s internal control over financialreporting;

 

5.             Thesmall business issuer’s other certifying officers and I have disclosed, basedon our most recent evaluation of internal control over financial reporting, tothe small business issuer’s auditors and the audit committee of small businessissuer’s board of directors (or persons performing the equivalent functions):

 

a)     allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)    anyfraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal control overfinancial reporting.

 

 
| Dated: | February 13,  2004. |   |                                         |
|--------|---------------------|--------|----------------------------------------------|
|   |                |   |                                         |
|   |                |   |                                         |
|   |                |   | /s/ Marcia  McHaffie                         |   |
|   |                |   |                                         |   |
|   |                |   | Marcia  McHaffie                             |
|   |                |   | Controller  and Principal Accounting Officer |

 

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