EXHIBIT 31.2


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

           I, Sanjay Mody, certify that:

1.      I have reviewed this quarterly report on Form 10-QSB of Distinctive
        Devices, Inc. as of March 31, 2004;

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 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 report, fairly present in all material
        respects the financial condition, results of operations and cash flows
        of the small business issuer as of, and for, the periods presented in
        this report;

4.      The small business issuer'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))
        and 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
             small business issuer, 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 small business issuer's
             disclosure controls and procedures and represented 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 upon such evaluation; and

       c.    Disclosed in this report any changes in the small business issuer's
             internal control over financial reporting that occurred during the
             small business issuer's most recent fiscal quarter that has
             materially affected, or is reasonably likely to materially affect,
             the small business issuer's internal control over financial
             reporting.

5.      The small business issuer's other certifying officers and I have
        disclosed, based on our most recent evaluation based upon our most
        recent evaluation of internal controls over financial reporting, to the
        small business issuer's auditors and the audit committee of small
        business issuer's board of directors (or persons performing the
        equivalent function):

       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 small business
             issuer's ability to record, process, summarize and report financial
             data; 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:  May 26, 2004                    /s/ SANJAY MODY
                                       ------------------------------------
                                       Sanjay Mody
                                       Treasurer and
                                       Chief Financial Officer


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