EXHIBIT 31.2
 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
  1.
    
    I have reviewed this report on Form 10-KSB of Xenonics Holdings, Inc.;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 under which such statements were made, not misleading with respect to the
periods 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 officer 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 internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f) for the small business issuer and have:
 a)
    
    designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed 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)
    
    designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;c)
    
    evaluated the effectiveness of the small business issuer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 report based on such evaluation; andd)
    
    disclosed in this report any change in the small business issuers
internal control over financial reporting that occurred during the small business
issuers most recent fiscal quarter (the small business issuers fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuers internal control
over financial reporting; and
 5.
    
    The small business issuers other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the small business
issuers auditors and the audit committee of the small business issuers board of directors (or
persons performing the equivalent functions):
 a)
    
    all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably likely
to adversely affect the small business issuers ability to record, process,
summarize and report financial information; andb)
    
    any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuers internal
control over financial reporting.
 Date: December 16, 2008
    
    /s/ Richard S. KayName: Richard S. KayTitle: Chief Financial Officer