Section 302 Certification
                                                                    EXHIBIT 31.2

                CERTIFICATION FOR QUARTERLY REPORT ON FORM 10-QSB
                -------------------------------------------------

I, Ariel Shenhar, certify that:

1. I have reviewed this  quarterly  report on Form 10-QSB of Ophthalmic  Imaging
   Systems;

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;

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
   Registrant as of, and for, the periods presented in this report;

4. The  Registrant'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  13(a)-15(f)  and
   15(d)-15(f) for the Registrant 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 Registrant,  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 principals;

c) evaluated  the  effectiveness  of the  Registrant'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 Registrant's internal control over
   financial  reporting that occurred during the Registrant's most recent fiscal
   quarter that has materially  affected,  or is reasonably likely to materially
   affect, the Registrant's internal control over financial reporting; and

5. The Registrant's other certifying officer and I have disclosed,  based on our
   most recent evaluation of internal control over financial  reporting,  to the
   Registrant's  auditors  and the  audit  committee  of  Registrant'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  Registrant'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  Registrant's  internal control
   over financial reporting;

Date: August 14, 2003                     /s/ Ariel Shenhar
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                                          Ariel Shenhar, Chief Financial Officer