U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                               -----------------

                                   Form 10-QSB

                               -----------------


|X|      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED December 31, 2002.

|_|      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___________ TO ____________.


                         Commission file number 1-11900


                        Integrated Security Systems, Inc.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


                   Delaware                               75-2422983
        -------------------------------               -------------------
        (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)               Identification No.)


        8200 Springwood Drive, Suite 230, Irving, Texas          75063
        -----------------------------------------------        ----------
           (Address of principal executive offices)            (Zip Code)


                                 (972) 444-8280
                           ---------------------------
                           (Issuer's telephone number)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the  registrant  was required to file such reports) and (2) has been
subject to such filing  requirements for the past 90 days.   Yes [X]   No [ ]

As of January 31, 2003,  12,453,691 shares of the Registrant's common stock were
outstanding.

Transitional Small Business Disclosure Format:   Yes [ ]   No [X]



<PAGE>


                        INTEGRATED SECURITY SYSTEMS, INC.
                                      INDEX

                                                                      Page
PART I.  FINANCIAL INFORMATION                                        ----

Item 1.  Financial Statements

         Consolidated Balance Sheets at December 31, 2002
            (unaudited) and June 30, 2002                               3

         Consolidated Statements of Operations (unaudited)
            for the three and six months ended
            December 31,  2002 and 2001                                 4

         Consolidated Statements of Cash Flows (unaudited)
            for the six months ended December 31,  2002 and 2001        5

         Notes to Financial Statements                                  6

Item 2.  Management's Discussion and Analysis or Plan of Operation      8

Item 3.  Controls and Procedures                                       10


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                             11

Item 2.  Changes in Securities                                         11

Item 3.  Defaults Upon Senior Securities                               11

Item 4.  Submission of Matters to a Vote of Security Holders           11

Item 5.  Other Information                                             11

Item 6.  Exhibits and Reports on Form 8-K                              11

SIGNATURES                                                             12



                                       2
<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>
<CAPTION>
                        INTEGRATED SECURITY SYSTEMS, INC.
                           Consolidated Balance Sheets

                                                              December 31,       June 30,
                                                                  2002             2002
                                                              ------------     ------------
                                                              (Unaudited)
                                     ASSETS
<S>                                                           <C>              <C>
Current assets:
   Cash and cash equivalents                                  $     25,783     $     28,958
   Accounts receivable, net of allowance for doubtful
     accounts of $65,641 and $100,692, respectively                891,351        1,035,833
   Inventories                                                     684,058          710,700
   Other current assets                                             63,823           74,999
                                                              ------------     ------------
     Total current assets                                        1,665,015        1,850,490

Property and equipment, net                                        532,029          551,935
Capitalized software development costs                             224,900             --
Other assets                                                        21,991           18,181
                                                              ------------     ------------
     Total assets                                             $  2,443,935     $  2,420,606
                                                              ============     ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                                           $    701,572     $    684,146
   Accrued liabilities                                             514,990          477,873
   Current portion of long-term debt                             1,393,899          631,779
                                                              ------------     ------------
     Total current liabilities                                   2,610,461     $  1,793,798
                                                              ------------     ------------

Long-term debt                                                     614,315        1,230,916

Preferred stock subject to redemption                            7,495,052        7,495,052

Stockholders' deficit:
   Preferred stock, $.01 par value, 750,000 shares
     authorized; 161,345 shares issued and
     outstanding (liquidation value of $3,529,875)                   1,613            1,613
   Common stock, $.01 par value, 35,000,000 shares
     authorized; 12,398,712 and 11,834,589 shares,
     respectively, issued                                          123,987          118,346
   Additional paid in capital                                   17,404,902       17,234,734
   Accumulated deficit                                         (25,687,645)     (25,335,103)
   Treasury stock, at cost - 50,000 shares                        (118,750)        (118,750)
                                                              ------------     ------------
     Total stockholders' deficit                                (8,275,893)      (8,099,160)
                                                              ------------     ------------
       Total liabilities and stockholders' deficit            $  2,443,935     $  2,420,606
                                                              ============     ============
</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.



                                       3
<PAGE>

<TABLE>
<CAPTION>
                        INTEGRATED SECURITY SYSTEMS, INC.
                      Consolidated Statements of Operations
                                   (Unaudited)


                                      For the Three Months Ended          For the Six Months Ended
                                             December 31,                       December 31,
                                     -----------------------------      -----------------------------
                                         2002             2001              2002             2001
                                     ------------     ------------      ------------     ------------
<S>                                  <C>              <C>               <C>              <C>
Sales                                $  1,525,538     $  1,216,864      $  2,938,633     $  2,203,798
Cost of sales                           1,022,195          751,969         1,850,622        1,484,922
                                     ------------     ------------      ------------     ------------
Gross margin                              503,343          464,895         1,088,011          718,876
                                     ------------     ------------      ------------     ------------
Operating expenses:
   Selling, general and
   administrative                         534,613          679,581         1,125,098        1,499,442
   Research and product
   development                             60,234          106,250            95,215          217,055
                                     ------------     ------------      ------------     ------------
                                          594,847          785,831         1,220,313        1,716,497
                                     ------------     ------------      ------------     ------------

Loss from operations                      (91,504)        (320,936)         (132,302)        (997,621)

Other income (expense):
   Interest expense                       (74,534)        (350,727)         (127,682)        (381,883)
                                     ------------     ------------      ------------     ------------

Net loss                                 (166,038)        (671,663)         (259,984)      (1,379,504)

Preferred dividends                      (154,950)        (154,950)         (309,900)        (310,425)
                                     ------------     ------------      ------------     ------------
Net loss allocable to common
   stockholders                      $   (320,988)    $   (826,613)     $   (569,884)    $ (1,689,929)
                                     ============     ============      ============     ============
Weighted average common
   shares outstanding - basic
   and diluted                         12,124,568       10,997,184        12,008,197       10,917,973
                                     ============     ============      ============     ============
Net loss per share - basic and
   diluted                           $      (0.03)    $      (0.08)     $      (0.05)    $      (0.15)
                                     ============     ============      ============     ============
</TABLE>


               The accompanying notes are an integral part of the
                       consolidated financial statements.



                                       4
<PAGE>

<TABLE>
<CAPTION>
                        INTEGRATED SECURITY SYSTEMS, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)


                                                                    For the Six Months Ended
                                                                           December 31,
                                                                   ---------------------------
                                                                      2002            2001
                                                                   -----------     -----------
<S>                                                                <C>             <C>
Cash flows from operating activities:
   Net loss                                                        $  (259,984)    $(1,379,504)
   Adjustments to reconcile net loss to net cash provided by
     (used in) operating activities:
     Depreciation                                                       63,185          67,360
     Provision for bad debt                                            (30,000)          8,500
     Provision for warranty reserve                                     39,000          16,500
     Provision for inventory reserve                                    26,000           8,000
     Expenses paid with stock, warrants and options                     79,126         351,479
     Changes in operating assets and liabilities:
       Accounts receivable                                             174,481         293,569
       Inventories                                                         642         (84,294)
       Other assets                                                      7,366          37,765
       Accounts payable                                                 17,428          25,583
       Accrued liabilities                                              (1,883)       (105,564)
                                                                   -----------     -----------
           Net cash provided by/(used in) operating activities         115,361        (760,606)
                                                                   -----------     -----------

Cash flows from investing activities:
   Purchase of property and equipment                                  (43,279)        (29,468)
   Capitalized software development costs                             (224,900)           --
                                                                   -----------     -----------
           Net cash used in investing activities                      (268,179)        (29,468)
                                                                   -----------     -----------

Cash flows from financing activities:
   Employee stock option exercise                                        4,125            --
   Issuance of preferred stock                                            --           200,000
   Payments on debt and other liabilities                              (38,502)        (51,242)
   Proceeds from notes payable and long-term debt                      184,020         618,494
                                                                   -----------     -----------
           Net cash provided by financing activities                   149,643         767,252
                                                                   -----------     -----------

Increase/(Decrease) in cash and cash equivalents                        (3,175)        (22,822)
Cash and cash equivalents at beginning of period                        28,958          70,582
                                                                   -----------     -----------
Cash and cash equivalents at end of period                         $    25,783     $    47,760
                                                                   ===========     ===========

Supplemental disclosure
   Noncash activities
     Issuance of company common stock in payment of
      preferred stock dividends                                         92,558          20,125

</TABLE>

               The accompanying notes are an integral part of the
                       consolidated financial statements.



                                       5
<PAGE>



                        INTEGRATED SECURITY SYSTEMS, INC.
             Notes to Consolidated Financial Statements (Unaudited)
                   Six Months Ended December 31, 2002 and 2001


Note 1 - Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial  statements.  In the opinion of management,  all  adjustments  (all of
which  are  normal  recurring   accruals)   considered   necessary  for  a  fair
presentation  have been included.  Operating  results for the interim period are
not  necessarily  indicative  of the results that may be expected for the fiscal
year ending June 30, 2003.

The  accompanying  financial  statements  include  the  accounts  of  Integrated
Security  Systems,  Inc.  and  all of its  subsidiaries,  with  all  significant
intercompany  accounts and  transactions  eliminated.  For further  information,
refer to the consolidated financial statements and footnotes thereto included in
the  Company's  fiscal 2002 Annual  Report on Form 10-KSB filed on September 30,
2002 with the Securities and Exchange Commission.


Note 2 - Reclassification

Certain  reclassification of prior year amounts have been made to conform to the
current period presentation.


Note 3 - Software Capitalization

We account for  software  developments  costs in  accordance  with  Statement of
Financial  Accounting  Standards  ("SFAS") No. 86,  "Accounting for the Costs of
Computer Software to be Sold, Leased, or Otherwise Marketed." All costs incurred
to establish the  technological  feasibility  of a computer  product to be sold,
leased or otherwise marketed are charged to research and development  expense as
incurred.   Technological   feasibility  of  a  computer   software  product  is
established when the Company has completed all planning,  designing,  coding and
testing  activities  that are  necessary  to  establish  that the product can be
produced to meet its design  specifications  including  functions,  features and
technical performance  requirements.  Software development costs are capitalized
once  technological  feasibility of a product is established  and such costs are
determined to be recoverable.

Prior to a product's release,  we expense, as part of product development costs,
capitalized  costs when we believe  such  amounts are not  recoverable.  Amounts
related  to  development  which  are not  capitalized  are  charged  to  product
development  expense. The capitalized costs relate to software which will become
an integral part of the Company's revenue  producing  products and are amortized
in relation to expected  revenues from the product.  Such capitalized  costs are
reported at the lower of unamortized cost or net realizable value.

The Company ceases capitalization of computer software costs when the product is
available for general  release to customers.  Cost of  maintenance  and customer
support are charged to expense when the related  revenue is  recognized  or when
those costs are incurred, whichever occurs first.

We evaluate the future  recoverability of capitalized software development costs
on a  quarterly  basis.  These  software  development  costs  are  reviewed  for
impairment,  and a loss is recognized  when the net realizable  value by product
falls below the unamortized cost.



                                       6
<PAGE>


Prior to July 1, 2002 the Company did not capitalize software  development costs
because of the uncertain  recoverability  of these costs.  Unamortized  computer
software costs were $224,900 and $0 at December 31, 2002 and 2001, respectively.
Amortization  expense related to computer software  development costs was $0 for
each of the six months ended December 31, 2002 and 2001.


Note 4 - Preferred Stock Dividend Arrearage

At December  31,  2002,  the Company had  dividends  in arrears in the amount of
$843,439 related to its outstanding  Series A, D, F and G preferred stock, which
consists of the following:

                            --------------------------------
                              Shares              Dividends
                            Outstanding          In Arrears
                            -----------          -----------
Series A $20                      9,500          $        --
Series D $20                     91,250              101,663
Series F $25                     60,595              124,718
                            -----------          -----------
                                161,345          $   226,381
                            ===========          ===========
Convertible Preferred Stock Subject to Redemption
Series G $25                    299,802          $   617,058
                            ===========          ===========
Total Dividends in Arrears                       $   843,439
                                                 ===========


Note 5 - Subsequent Event - Financing

In exchange for an aggregate of $100,000 cash  investment,  on January 13, 2003,
Integrated  Security  Systems,  Inc.  issued a  promissory  note to The  Rundell
Foundation.  C. A. Rundell,  Jr., who is Chairman and Chief Executive Officer of
the Company, is also a Trustee of the Rundell Foundation. The promissory note is
in the original  principal amount of $100,000 and has an annual interest rate of
9%. The promissory note, plus interest,  is due on January 13, 2004. Interest is
payable in monthly  installments  on the first day of each  month.  As a part of
this  transaction,  on January 13,  2003,  the Company  issued a stock  purchase
warrant to The Rundell  Foundation.  The stock  purchase  warrant  entitles  the
foundation  to purchase from the Company  500,000 fully paid and  non-assessable
shares of Common Stock, $0.01 par value, of the Company for $0.20 per share.


Note 6 - Business Segments

Information for the Company's  reportable  segments for the three and six months
ended December 31, 2002 and 2001 is as follows:
<TABLE>
<CAPTION>
                                    For the Three Months Ended          For the Six Months Ended
                                           December 31,                       December 31,
                                   ----------------------------       ----------------------------
                                      2002             2001              2002             2001
                                   -----------      -----------       -----------      -----------
<S>                                <C>              <C>               <C>              <C>
Sales
   B&B Electromatic, Inc.          $ 1,447,911      $ 1,163,461       $ 2,822,791      $ 2,128,979
   Intelli-Site, Inc.                   77,627           53,403           115,842           74,819
                                   -----------      -----------       -----------      -----------
                                   $ 1,525,538      $ 1,216,864       $ 2,938,633      $ 2,203,798
                                   ===========      ===========       ===========      ===========

Income (loss) from operations
   B&B Electromatic, Inc.          $    24,656      $    48,650       $   137,754      $  (129,336)
   Intelli-Site, Inc.                  (49,111)        (285,584)         (121,342)        (688,287)
   Corporate                           (67,049)         (84,002)         (148,714)        (179,998)
                                   -----------      -----------       -----------      -----------
                                   $   (91,504)     $  (320,936)      $  (132,302)     $  (997,621)
                                   ===========      ===========       ===========      ===========
</TABLE>


                                       7
<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operation.

Forward Looking Statements

This  quarterly  report on Form  10-QSB  includes  "forward-looking  statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking
statements can be identified by the use of  forward-looking  terminology such as
"may," "believe," "expect," "intend," "plan," "seek," "anticipate,"  "estimate,"
or "continue"  or the negative of those words or other  variations or comparable
terminology.

All  statements  other than  statements  of  historical  fact  included  in this
quarterly  report on Form 10-QSB,  including the statements under "Part I.--Item
2.  Management's  Discussion  and  Analysis  or Plan of  Operation"  and located
elsewhere  in this  quarterly  report on Form  10-QSB  regarding  the  financial
position and liquidity of the Company are forward-looking  statements.  Although
the Company  believes  that the  expectations  reflected in the  forward-looking
statements are reasonable,  it can give no assurance that such expectations will
prove  to  have  been  correct.   Important  factors  regarding  forward-looking
statements,  including certain risks and  uncertainties  that could cause actual
results to differ materially from the Company's  expectations,  are disclosed in
this  quarterly  report on Form  10-QSB.  The  Company  does not  undertake  any
obligation to publicly revise its  forward-looking  statements to reflect events
or  circumstances  that arise  after the date of this  quarterly  report on Form
10-QSB.

Important  factors that could cause  actual  results to differ  materially  from
those in the forward-looking  statements in this quarterly report on Form 10-QSB
include changes from anticipated  levels of operations,  customer  acceptance of
existing and new products,  anticipated  development  schedules of new products,
anticipated   levels  of  sales,   future  national  or  regional  economic  and
competitive  conditions,  changes in  relationships  with  customers,  access to
capital,  casualty to or other disruption of the Company's  production  facility
and equipment, delays and disruptions in the shipment of the Company's products,
government  regulations  and the  ability  of the  Company  to meet  its  stated
business  goals.  All  subsequent  written and oral  forward-looking  statements
attributable  to the  Company  or persons  acting on its  behalf  are  expressly
qualified in their entirety by the Company's cautionary statements.

Results of Operations

Three Months Ended December 31, 2002 Compared to Three Months Ended December 31,
2001

Sales.  The Company's  total sales  increased by $0.3  million,  or 26%, to $1.5
million  during the quarter ended December 31, 2002 from $1.2 million during the
quarter ended  December 31, 2001.  This increase is primarily due to an increase
in the volume of perimeter  security  sales at the Company's  B&B  Electromatic,
Inc. subsidiary.

For the quarter  ended  December 31, 2002,  approximately  95% of the  Company's
revenues were generated from the sale of products  manufactured  by the Company,
compared to 96% for the quarter ended December 31, 2001.

Gross Margin.  Gross margin as a percentage of sales decreased to 33% during the
quarter ending December 31, 2002 from 39% during the quarter ending December 31,
2001. This decrease is due to a less favorable  product mix at the Company's B&B
Electromatic, Inc. subsidiary.

Selling,  General  and  Administrative.   Selling,  general  and  administrative
expenses  decreased by  approximately  $145,000 or 22% during the quarter  ended
December 31, 2002 compared to the quarter ended December 31, 2001 due to overall
Company   reduction  in  staffing  and  operating   expenses  coupled  with  the
capitalization of approximately $32,000 in software development costs.



                                       8
<PAGE>


Research  and Product  Development.  Research and product  development  expenses
decreased by approximately  $46,000 or 44% during the quarter ended December 31,
2002  compared to the quarter  ended  December  31,  2001  primarily  due to the
capitalization  of approximately  $64,000 in software  development costs coupled
with  a  reduction  of   approximately   $40,000  in  research  and  development
expenditures at the Company's Intelli-Site,  Inc. subsidiary.  This decrease was
partially  offset by an increase in research  and  development  expenditures  of
approximately $58,000 at the Company's B&B subsidiary.

Interest  Expense.  Interest  expense  decreased by $276,000  during the quarter
ended  December 31, 2002 compared to the quarter ended  December 31, 2001.  This
decrease  is due to a reduction  of  approximately  $285,000  during the quarter
ended  December  31, 2002  compared to the quarter  ended  December  31, 2001 in
non-cash   interest  charges  incurred  due  to  the  issuance  of  warrants  in
conjunction  with  securing  additional  debt  required to meet working  capital
needs.

Six Months  Ended  December 31, 2002  Compared to Six months Ended  December 31,
2001

Sales.  The Company's  total sales  increased by $0.7  million,  or 34%, to $2.9
million  during the six months ended  December 31, 2002 from $2.2 million during
the six months  ended  December  31,  2001.  This  increase is due to an overall
increase in sales at the Company's B&B Electromatic, Inc. subsidiary.

For the six months ended December 31, 2002,  approximately  96% of the Company's
revenues were generated from the sale of products  manufactured  by the Company,
compared to 97% for the six months ended December 31, 2001.

Gross  Margin.  Gross  margin  as a percent  of sales  increased  slightly,  but
remained  comparable  at 37% and 33% for the six months ended  December 31, 2002
and December 31, 2001, respectively.

Selling,  General  and  Administrative.   Selling,  general  and  administrative
expenses decreased by approximately  $375,000 or 25% during the six months ended
December  31, 2002  compared to the six months  ended  December  31, 2001 due to
overall Company  reduction in staffing and operating  expenses  coupled with the
capitalization of approximately $65,000 in software development costs.

Research  and Product  Development.  Research and product  development  expenses
decreased by approximately  $122,000 or 57% during the six months ended December
31,  2002  compared  to the  six  months  ended  December  31,  2001  due to the
capitalization of approximately  $160,000 in software  development costs coupled
with a reduction of approximately  $47,000 in research and development  costs at
the Company's Intelli-Site,  Inc. subsidiary. This decrease was partially offset
by an increase in research and development expenditures of approximately $85,000
at the Company's B&B subsidiary.

Interest  Expense.  Interest expense decreased by $254,000 during the six months
ended December 31, 2002 compared to the six months ended December 31, 2001. This
decrease is due to a reduction of  approximately  $274,000 during the six months
ended  December 31, 2002  compared to the six months ended  December 31, 2001 in
non-cash   interest  charges  incurred  due  to  the  issuance  of  warrants  in
conjunction  with  securing  additional  debt  required to meet working  capital
needs.

Liquidity and Capital Resources

The  Company's  cash  position  decreased by $3,175  during the six months ended
December  31, 2002.  At December  31, 2002,  the Company had $25,783 in cash and
cash  equivalents  and had $564,000  outstanding  under its accounts  receivable
factoring  facility.  The  factoring  facility,  which is  secured  by  accounts
receivable and inventory,  permits the Company to borrow up to $800,000, subject
to availability under its borrowing base.


                                       9
<PAGE>


For the six months ended December 31, 2002, the Company's  operating  activities
provided $115,361 of cash compared to $760,606 of cash used in operations during
the six months ended  December 31, 2001. The decrease in cash used in operations
is primarily due to the reduction in net loss.

The Company used $43,729 for the purchase of property and  equipment  during the
six months ended December 31, 2002, compared to $29,468 for the six months ended
December 31, 2001. In addition,  the Company  capitalized  software  development
costs totaling $224,900.

During  the six months  ended  December  31,  2002,  the  Company  financed  its
operations  with cash flows from  long-term  borrowings of $184,020  compared to
$618,494 during the six months ended December 31, 2001.

The Company made  payments of $38,502 on debt and other  liabilities  during the
six months ended December 31, 2002,  compared to payments of $51,242 on debt and
other liabilities during the six months ended December 31, 2001.

On January 13, 2002, the Company  received a $100,000 cash  investment  from The
Rundell  Foundation.  C. A.  Rundell,  Jr., who is Chairman and Chief  Executive
Officer of the Company, is also a Trustee of the Rundell Foundation.  Please see
Note 5  (Subsequent  Event - Financing) to the  financial  statements  above for
details regarding this investment.

The cash  that the  Company  receives  from the  accounts  receivable  factoring
facility is utilized to support Company-wide  operations.  The Company's working
capital  requirements  will depend upon many factors,  including future sales of
the  Company's  products,   the  Company's  operating  results,  the  status  of
competitive  products,  and actual  profits  compared to the Company's  business
plan. The Company is currently experiencing liquidity difficulties,  which makes
it  difficult  for the Company to meet its  current  cash  requirements  and may
jeopardize  the Company's  ability to continue as a going  concern.  The Company
intends  to  address  its  liquidity  problems  by  controlling  costs,  seeking
additional  funding and maintaining  focus on revenues and  collections.  At the
present  time and in the  foreseeable  future,  the Company  will need to obtain
additional  financing  either through equity placement or additional debt. There
can be no assurance that the Company will be able to secure such  financing.  If
the Company's  liquidity does not improve, it may have to seek a merger partner,
limit its operations or seek protection  under the federal  bankruptcy laws. Any
of the foregoing  options may be on terms that are unfavorable to the Company or
disadvantageous to the Company's stockholders.

The Company's  backlog is calculated as the aggregate sales price of firm orders
received  from  customers  less revenue  recognized.  At January 31,  2003,  the
Company's  backlog was approximately  $1.7 million.  The Company expects that it
will fill the majority of this backlog by January 31, 2004.

Item 3.  Controls and Procedures

         (a)    Evaluation of Disclosure  Controls and Procedures.  Based on his
evaluation  as of a date  within 90 days of the  filing  date of this  Quarterly
Report on Form 10-QSB, the Company's principal executive and principal financial
officer has concluded that the Company's  disclosure controls and procedures (as
defined in Rules  13a-14(c) and 15d-14(c)  under the Securities  Exchange Act of
1934 (the "Exchange Act")) are effective to ensure that information  required to
be  disclosed  by the  Company  in reports  that it files or  submits  under the
Exchange Act is recorded,  processed,  summarized  and reported  within the time
periods  specified  in the  rules  and  forms  of the  Securities  and  Exchange
Commission.

         (b)    Changes in Internal Controls.  There were no significant changes
in the Company's internal controls or in other factors that could  significantly
affect these controls  subsequent to the date of his  evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.



                                       10
<PAGE>



                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings.

None.


Item 2.  Changes in Securities.

None.


Item 3.  Defaults Upon Senior Securities.

None.


Item 4.  Submission of Matters to a Vote of Security Holders.

None.


Item 5.  Other Information.

None.


Item 6.  Exhibits and Reports on Form 8-K.

(a) Exhibits

         None.

(b) Reports filed on Form 8-K.

         The Company  filed a Current  Report on Form 8-K on January 17, 2003 to
         report an  additional  investment  of $100,000 in cash from The Rundell
         Foundation,  of which,  C. A.  Rundell,  Jr., who is Chairman and Chief
         Executive  Officer of the  Company,  is also a Trustee  of the  Rundell
         Foundation,  in  exchange  for  promissory  notes  and  stock  purchase
         warrants, issued to The Rundell Foundation.

         The Company filed a Current  Report on Form 8-K on November 14, 2002 to
         report the  certification  of C. A. Rundell,  Jr., the Company's  Chief
         Executive Officer and Principal Executive and Financial Officer,  under
         Section 906 of the  Sarbanes-Oxley  Act of 2002, and  certification  of
         Richard B. Powell,  the  Company's  Vice  President,  Chief  Accounting
         Officer,  Secretary and Principal Accounting Officer, under Section 906
         of the Sarbanes-Oxley Act of 2002.



                                       11
<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       Integrated Security Systems, Inc.
                                       ---------------------------------
                                                 (Registrant)



Date:  February 14, 2003               /s/ C. A. RUNDELL, JR.
                                       ----------------------
                                       C. A. Rundell, Jr.
                                       Director, Chairman of the Board, and
                                       Chief Executive Officer (Principal
                                       Executive and Financial Officer)


Date:  February 14, 2003               /s/ RICHARD B. POWELL
                                       ---------------------
                                       Richard B. Powell
                                       Vice President, Chief Accounting Officer,
                                       Secretary (Principal Accounting Officer)





                                       12
<PAGE>



                                  CERTIFICATION

I, C. A. Rundell, Jr., certify that:

1. I have reviewed this quarterly  report on Form 10-QSB of Integrated  Security
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  under which such statements
were 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. I am responsible for  establishing  and maintaining  disclosure  controls and
procedures  (as  defined  in  Exchange  Act Rules  13a-14  and  15d-14)  for the
registrant and have:

         (a)    designed such disclosure  controls and procedures to ensure that
                material information  relating to the registrant,  including its
                consolidated subsidiaries,  is made known to me by others within
                those  entities,  particularly  during  the period in which this
                quarterly report is being prepared;

         (b)    evaluated  the  effectiveness  of  the  registrant's  disclosure
                controls and procedures as of a date within 90 days prior to the
                filing date of this quarterly  report (the  "Evaluation  Date");
                and

         (c)    presented  in this  quarterly  report my  conclusions  about the
                effectiveness of the disclosure controls and procedures based on
                my evaluation as of the Evaluation Date;

5. I have disclosed,  based on my most recent  evaluation,  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  in the  design or  operation  of
                internal  controls which could 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; and

6. I have  indicated  in  this  quarterly  report  whether  or  not  there  were
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly  affect internal controls subsequent to the date of my most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.

 Date:  February 14, 2003

 /s/ C. A. RUNDELL, JR.
 ----------------------------
 C. A. Rundell, Jr.,
 Chief Executive Officer and
 Principal Executive and
 Financial Officer



                                       13
<PAGE>