**EXHIBIT 31.2**

**Section 302 Certification**

 

CERTIFICATION FOR QUARTERLY REPORT ON FORM 10-Q

 

I, Ariel        Shenhar, certify that:

|   | 1. | I have reviewed this Form 10-Q of Ophthalmic Imaging                        Systems; |
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|   | 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 period                        covered by this report; |
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|   | 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; |
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|   | 4. | The small business issuer’s other certifying                        officer(s) 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) for the small business issuer and have: |
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(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; and

(d) 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(s) 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): |
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(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; and

(b) 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: May        14, 2008

 

|        | /s/ Ariel Shenhar  |
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|   | Ariel Shenhar           |
|        | Chief Financial Officer |

|   | 28 |
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