UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

(Mark One)

[X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

           For the fiscal year ended September 30, 2001

                                       or

[ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

                        Commission file Number 000-17288

                            TIDEL TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

                        Delaware                        75-2193593
              (State or other jurisdiction of        (I.R.S. Employer
              incorporation or organization)         Identification No.)

               5847 San Felipe, Suite 900
                      Houston, Texas                        77057
           (Address of principal executive offices)       (Zip Code)

        Registrant's telephone number, including area code (713) 783-8200

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

         Securities Registered Pursuant to Section 12(b) of the Act:    None

         Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days. YES [ ] NO [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the 16,687,305 shares of Common Stock held by
non-affiliates of the Registrant based on the closing sale price on September
17, 2002 of $.36 was $6,007,430. The number of shares of Common Stock
outstanding as of the close of business on September 17, 2002 was 17,426,210.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None




                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

         Set forth below are the names and ages of the directors and executive
         officers of the Company and their principal occupations at present and
         for the past five years. There are, to the knowledge of the Company, no
         agreements or understandings by which these individuals were so
         selected. No family relationships exist between any directors or
         executive officers (as such term is defined in Item 401 of Regulation
         S-K).

<Table>
<Caption>
                                                                                        Director
         Name                    Age     All Offices with the Company                    Since
         ----                    ---     ----------------------------                    -----
                                                                                  
         James T. Rash           62      Chairman of the Board of the Company and          1987
                                         the Company's operating subsidiaries,
                                         President, Chief Executive and Financial
                                         Officer, and Director

         Mark K. Levenick        42      Chief Operating Officer of the Company,           1995
                                         President and Chief Executive Officer of
                                         the Company's operating subsidiaries, and
                                         Director

         Michael F. Hudson       50      Executive Vice President of the Company, Chief    2001
                                         Operating Officer of the Company's operating
                                         subsidiaries, and Director

         Jerrell G. Clay         61      Director                                          1990

         Raymond P. Landry       63      Director                                          2001

         Stephen P. Griggs       44      Director                                          2002
</Table>

BUSINESS BACKGROUND

         The following is a summary of the business background and experience of
         each of the persons named above:

         JAMES T. RASH joined the Company in July 1987 and has served as Chief
         Financial Officer and as a Director since that time. Since February
         1989, he has also served continuously as Chairman of the Board of
         Directors and Chief Executive Officer, with the exception of the
         medical leave of absence by Mr. Rash from February 2002 to August 2002.
         Mr. Rash was a previously practicing certified public accountant with
         the firm of Arthur Andersen & Co. for approximately 10 years, and holds
         a Bachelor of Business Administration degree from the University of
         Texas. Mr. Rash also currently serves as a director of 3 Mark
         Financial, Inc. and CCC GlobalCom, Inc. In August 2002, Mr. Rash
         resumed his duties as Chief Executive and Financial Officer.


                                        2

         MARK K. LEVENICK is Chief Operating Officer of the Company and has
         served as Chief Executive Officer of the Company's operating
         subsidiaries for in excess of five years. Mr. Levenick has been a
         Director of the Company since May 1995. He holds a Bachelor of Science
         degree from the University of Wisconsin at Whitewater. Mr. Levenick
         acted as Interim Chief Executive Officer of the Company during the
         medical leave of absence of James T. Rash.

         MICHAEL F. HUDSON is Executive Vice President of the Company and Chief
         Operating Officer of the Company's principal operating subsidiary. Mr.
         Hudson has served as a Director of the Company since February 2000.
         Prior to joining the Company in September 1993, he held various
         positions with the Southland Corporation and its affiliates for more
         than 18 years, concluding as President and Chief Executive Officer of
         MoneyQuick, a large non-bank ATM network. Mr. Hudson is a recognized
         authority in the ATM industry.

         JERRELL G. CLAY has served a Director of the Company since December
         1990 and is Chief Executive Officer of 3 Mark Financial, Inc., an
         independent life insurance marketing organization, and has served as
         President of one of its predecessors for in excess of five years. Mr.
         Clay also serves as a member of the Management Advisory Committee of
         Protective Life Insurance Company of Birmingham, Alabama.

         RAYMOND P. LANDRY has served as a Director of the Company since
         February 2001 and has been engaged in private business consulting to
         various companies, including some entities in the ATM industry, for in
         excess of five years. He has served as a senior executive or financial
         officer with three publicly traded companies and several private
         concerns over the last 29 years. Prior to that time, he was employed by
         the consulting group of Arthur Andersen & Co. (now known as Accenture)
         for 10 years. Mr. Landry holds a Bachelor of Science degree in Business
         Administration from Louisiana State University.

         STEPHEN P. GRIGGS has served as a Director of the Company since June
         2002 and has been primarily engaged in managing his personal
         investments since 2000. From 1988 to 2000, Mr. Griggs held various
         positions, including President and Chief Operating Officer, with RoTech
         Medical Corporation, a Nasdaq-traded company. He holds a Bachelor of
         Science degree in Business Management from East Tennessee State
         University and a Bachelor of Science degree in Accounting from the
         University of Central Florida. Mr. Griggs was appointed to the Board of
         Directors during 2002 to fill the vacancy created by the mid-term
         resignation of James L. Britton, III.

         In addition, although he is not an executive officer or director of the
         Company, because of his significant contributions to the business of
         the Company, M. FLYNT MORELAND is a significant employee that the
         Company is including in this disclosure pursuant to Item 401( c) of
         Regulation S-K. Mr. Moreland, who is 45 years old, has been the Senior
         Vice President - Research and Development of the Company's principal
         operating subsidiary, Tidel Engineering, L.P., since February 1990.
         There are no other executive officers of Tidel Technologies, Inc.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 requires the
         Company's directors and officers, and persons who own more than 10% of
         a registered class of its equity securities, to file reports of
         ownership and changes in ownership of such equity securities with the
         Securities and

                                        3

         Exchange Commission ("SEC") and NASDAQ. Such entities are also required
         by SEC regulations to furnish the Company with copies of all Section
         16(a) forms filed.

         Based solely on a review of the copies of Forms 3, 4 and 5 furnished to
         the Company, and any amendments thereto, and any written
         representations with respect to the foregoing, the Company believes
         that its directors and officers, and greater than 10% beneficial
         owners, have complied with all Section 16(a) filing requirements.

ITEM 11. EXECUTIVE COMPENSATION

         The following table sets forth the amount of all cash and other
         compensation paid by the Company for services rendered during the
         fiscal years ended September 30, 2001, 2000 and 1999 to James T. Rash,
         the Chairman of the Board and Chief Executive Officer, and the
         Company's four most highly compensated Executive Officers (as such term
         is defined in Item 402 of Regulation S-K) other than the CEO.

SUMMARY COMPENSATION TABLE


                                                                                     Long-term
                                                                                    Compensation
                                                                                    ------------
                                                Annual Compensation                    Awards
                                    --------------------------------------------    ------------
                                                                     Other           Securities
Name and Principal                                                   Annual          Underlying          All Other
     Position              Year     Salary($)        Bonus($)    Compensation($)       Options       Compensation($)(2)
- ----------------------     ----     ---------        --------    ---------------    ------------     ------------------
                                                                                              
James T. Rash              2001     $225,000         $     --          *                    --           $ 8,880
Chief Executive and        2000      225,000(1)       225,000          *                75,000             8,475
Financial Officer          1999      175,000           90,000          *               100,000             7,750

Mark K. Levenick           2001     $262,500         $     --          *                    --           $ 4,480
Chief Operating Officer    2000      262,500          278,000          *                75,000             4,480
                           1999      250,000           85,500          *               100,000             4,480

Michael F. Hudson          2001     $204,750         $     --          *                    --           $    --
Executive Vice President   2000      204,750          219,000          *                50,000                --
                           1999      195,000           66,700          *                67,000                --

M. Flynt Moreland          2001     $150,000         $     --          *                    --           $    --
Senior Vice President -    2000      150,000          134,000          *                20,000                --
Research & Development     1999      129,000           29,000          *                21,600                --
Of Tidel Engineering, L.P.

Eugene W. Moore (3)        2001     $115,000         $     --          *                    --           $    --
Senior Vice President -    2000      115,000           90,000          *                17,500                --
Operations of Tidel        1999      110,000           25,000          *                21,600                --
Engineering, L.P.


- ------------------------
 *  - Certain of the officers of the Company routinely receive other benefits
      from the Company, the amounts of which are customary in the industry. The
      aggregate dollar value of such benefits paid to any named executive office
      did not exceed the lesser of $50,000 or 10% of the total annual salary and
      bonus during each of the fiscal years ended September 30, 2001, 2000 and
      1999.

                                        4

(1)   -  Includes $50,000 of salary earned in the year ended September 30, 2000,
         which was deferred and paid in the year ended September 30, 2001.

(2)   -  The amounts relate to the dollar value of insurance premiums paid by
         the Company during the covered fiscal year with respect to term life
         insurance for the benefit of a named executive officer.

(3)   -  Mr. Moore died May 28, 2002.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

         The Company did not grant any stock options or stock appreciation
         rights to any of the Company's executive officers during the fiscal
         year ended September 30, 2001.

OPTION EXERCISES IN LAST FISCAL YEAR AND OPTION VALUES AT FISCAL YEAR END

         The following table provides (i) information relating to the exercise
         of stock options by Mr. Moore, (ii) the number of options exercisable
         by the respective optionees and (iii) the respective valuations at
         September 30, 2001.


                                                                       Number of
                                                              Securities Underlying          Value of Unexercised
                                                              Unexercised Options at        in-the-Money Options at
                                Shares                          September 30, 2001            September 30, 2001
                               acquired      Value                   (Shares)                       ($)(2)
                             on exercise    realized       -----------------------------    ---------------------------
              Name               (#)          ($)          Exercisable     Unexercisable    Exercisable   Unexercisable
         ---------------       --------     --------       -----------     -------------    -----------   -------------

                                                                                           
         James T. Rash               --           --           80,000         175,000          $   --        $   --
         Mark K. Levenick            --           --          200,000         175,000              --            --
         Michael F. Hudson           --           --           33,500         117,000              --            --
         M. Flynt Moreland           --           --           10,800          41,600              --            --
         Eugene W. Moore         50,000     $227,500(1)        21,600          39,100              --            --


         ---------------------
         (1)  On January 14, 2001, Mr. Moore exercised 50,000 options at an
              exercise price of $1.513 per share. Based on the closing price of
              the Company's Common Stock of $6.063 on the date of exercise, the
              difference between the exercise cost and the market value of the
              shares was $227,500. Mr. Moore died May 28, 2002. At such time, he
              beneficially owned all 50,000 shares, which are pledged to secure
              a loan from the Company.

         (2) Based on the closing price of the Company's Common Stock of $0.70
             per share on September 30, 2001.

LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

         The Company did not grant any awards to any of the Company's executive
         officers under any long-term incentive plans during the fiscal year
         ended September 30, 2001.

                                        5


DIRECTOR COMPENSATION

         During the year ended September 30, 2001, each Director of the Company
         received warrants to purchase 50,000 shares of Common Stock at an
         exercise price of $2.91 (such price being equal to the fair market
         value of the Common Stock at the date of the grant) for directors'
         remuneration. In addition, Directors receive $1,000 per meeting as
         compensation for their services as members of the Board of Directors.
         Directors who serve on board committees receive $500 per committee
         meeting.

EMPLOYMENT AGREEMENTS

         Messrs. Rash, Levenick, Hudson, and Moreland have employment agreements
         with the Company, which provide for minimum annual salaries of
         $225,000, $262,500, $204,750, and $150,000, respectively, over a
         three-year term ending January 2005, with certain change of control
         provisions. In the event of a change of control, the executive officers
         are entitled to all compensation due through the balance of the term of
         the agreements, and immediate vesting of all restricted stock,
         performance units, stock options, stock appreciation rights, warrants
         and employee benefit plans. Mr. Moore was a party to a similar
         agreement, which provided for a minimum annual salary of $115,000, and
         terminated upon his death, May 28, 2002.

COMPENSATION COMMITTEE INTERLOCKS

         Jerrell G. Clay, Chairman of the Compensation Committee, has an
         ownership interest that is greater than 10% in, and is an executive
         officer of, a privately held corporation that was provided with certain
         office space and administrative services by the Company from 1997 to
         1999. This corporation was indebted to the Company in the aggregate
         amount of $22,341 at September 30, 2001, which was the largest
         aggregate amount of indebtedness outstanding at any time during the
         fiscal year. This indebtedness has been paid in full subsequent to the
         fiscal year ended September 30, 2001. James T. Rash, Chairman and Chief
         Executive Officer, is a director of, and also has a greater than 10%
         interest in, this privately held corporation.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

         The following table sets forth as of August 19, 2002, the number of
         shares of Common Stock beneficially owned by (i) the only persons known
         to the Company to be the beneficial owners of more than 5% of its
         voting securities, (ii) each current director and executive officer, as
         such terms are defined in Item 402 of Regulation S-K, of the Company
         individually and (iii) by all current directors and the executive
         officers of the Company as a group. Except as otherwise indicated, and
         subject to applicable community property laws, each person has sole
         investment and voting power with respect to the shares shown. Ownership
         information is based upon information furnished by the respective
         holders and contained in the Company's records.


                                        6




                                                                Amount and Nature
                             Name and Address of Beneficial       of Beneficial          Percent of
      Title of Class                     Owner                      Ownership             Class (1)
      --------------                     -----                      ---------             ---------
                                                                                   
      Common Stock          Alliance Developments                    1,031,362              5.9%
                            One Yorkdale Rd., Suite 510
                            North York, Ontario
                            M6A 3A1

      Common Stock          Dimensional Fund Advisors Inc.             948,200              5.4%
                            1299 Ocean Avenue, 11th Floor
                            Santa Monica, California 90401

      Common Stock          James T. Rash                              377,500(2)           2.2%
                            5847 San Felipe, Suite 900
                            Houston, Texas 77057

      Common Stock          Mark K. Levenick                           422,500(3)           2.4%
                            2310 McDaniel Dr.
                            Carrollton, Texas 75006

      Common Stock          Jerrell G. Clay                            231,405(4)           1.3%
                            2900 Wilcrest, Suite 245
                            Houston, Texas 77042

      Common Stock          Michael F. Hudson                          265,200(5)           1.5%
                            2310 McDaniel Dr.
                            Carrollton, Texas 75006

      Common Stock          M. Flynt Moreland                           92,400(6)             *
                            2310 McDaniel Dr.
                            Carrollton, Texas 75006

      Common Stock          Raymond P. Landry                           78,500(7)             *
                            908 Town & Country Blvd.
                            Ste. 120
                            Houston, Texas

      Common Stock          Stephen P. Griggs                               --                *
                            5847 San Felipe, Suite 900
                            Houston, Texas 77057

      Common Stock          Directors and Executive Officers         1,467,505(8)           8.1%
                            as a group (7 persons)
</Table>
- ---------------------
*     Less than one percent.

(1)   Based upon 17,426,210 shares outstanding as of August 19, 2002.

(2)   Includes 137,500 shares which could be acquired within 60 days upon
      exercise of outstanding options and warrants at exercise prices of (i)
      $1.25 per share as to 50,000 shares, (ii) $1.875 per share as to 37,500
      shares and (iii) $2.91 per share as to 50,000 shares.

                                       7

(3)   Includes 307,500 shares which could be acquired within 60 days upon
      exercise of outstanding warrants and options at exercise prices of (i)
      $0.875 per share as to 25,000 shares, (ii) $1.25 per share as to 70,000
      shares, (iii) $1.4375 per share as to 25,000 shares, (iv) $1.875 per share
      as to 37,500 shares, (v) $2.50 per share as to 100,000 shares and (vi)
      $2.91 per share as to 50,000 shares.

(4)   Includes 50,000 shares which could be acquired within 60 days upon
      exercise of outstanding warrants at an exercise price of $2.91 per share
      as to 50,000 shares.

(5)   Includes 152,000 shares which could be acquired within 60 days upon
      exercise of outstanding options and warrants at exercise prices of (i)
      $1.25 per share as to 33,500 shares, (ii) $1.875 per share as to 25,000
      shares, (iii) $2.50 per share as to 33,500 shares, (iv) $2.91 per share as
      to 50,000 shares and (v) $5.00 per share as to 10,000 shares. Included in
      the total amount beneficially owned by Mr. Hudson are 83,500 shares which
      are pledged to secure a loan from the Company.

(6)   Includes 31,600 shares which could be acquired within 60 days upon
      exercise of outstanding options at exercise prices of (i) $1.25 per share
      as to 10,800 shares, (ii) $1.875 per share as to 10,000 shares and (iii)
      $2.50 per share as to 10,800 shares.

(7)   Includes 50,000 shares which could be acquired within 60 days upon
      exercise of outstanding warrants at exercise prices of $2.91 per share.

(8)   Includes the 137,500 shares referred to in Note (2) above, the 307,500
      shares referred to in Note (3) above, the 50,000 shares referred to in
      Note (4) above, the 152,000 shares referred to in Note (5) above, the
      31,600 shares referred to in Note (6) above, and the 50,000 shares
      referred to in Note (7) above, which could be acquired within 60 days upon
      exercise of outstanding options and warrants.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In September 2000, the Company loaned $141,563 to Michael F. Hudson,
      Executive Vice President of the Company and Chief Operating Officer of the
      Company's principal operating subsidiary, in a promissory note maturing
      October 1, 2002, and bearing interest at 10% per annum. During the year
      ended September 30 2001, the Company loaned an additional $225,000 to Mr.
      Hudson, and $75,625 to Eugene Moore, Senior Vice President of the Company,
      in promissory notes maturing October 1, 2002, and bearing interest at 10%
      per annum. The notes from Messrs. Hudson and Moore are secured by a pledge
      of 83,500 shares and 50,000 shares, respectively, of the Company's Common
      Stock. The note to Mr. Hudson in the amount of $141,563 and the note to
      Mr. Moore in the amount of $75,625 relate to the exercise of certain stock
      option agreements.

      At September 30, 2001, James T. Rash, Chairman and CEO of the Company, had
      outstanding advances due to the Company in the aggregate amount of
      $843,554, which were converted to a promissory note dated September 30,
      2001, bearing interest at 10% per annum, and maturing September 30, 2004.
      Subsequent to September 30, 2001, Mr. Rash received additional advances
      from the Company in the aggregate amount of $300,000, which were converted
      to a promissory note dated January 14, 2002, bearing interest at 10% per
      annum, and maturing January 14, 2005.

      From 1994 to 1997, the Company had provided certain office space and
      administrative services to two privately held entities with which Mr. Rash
      previously had an affiliation. The entities are indebted to the Company in
      the aggregate amount of $215,866, such amount being the largest aggregate
      amount of indebtedness outstanding at any time during the fiscal year
      ended September

                                       8

      30, 2001. The Company is uncertain about the collectibility of these
      accounts, however, and established a reserve for losses from these
      accounts in the amount of $200,000 during the fiscal year ended September
      30, 2001.

      From 1997 to 1999, the Company had provided certain office space and
      administrative services to a privately held corporation in which Mr. Rash
      and Jerrell G. Clay, Director of the Company, each have a greater than 10%
      ownership interest and Mr. Clay is an executive officer. This corporation
      was indebted to the Company in the aggregate amount of $22,341 at
      September 30, 2001, such amount being the largest aggregate amount of
      indebtedness outstanding at any time during the fiscal year. This amount
      was paid in full subsequent to the fiscal year ended September 30, 2001.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT
         SCHEDULES AND REPORTS ON FORM 8-K

(a) DOCUMENTS FILED

      EXHIBITS

        99.1     Certification of Chief Executive Officer
        99.2     Certification of Chief Financial Officer



                                       9


                                   SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
   Exchange Act of 1934, the registrant has duly caused this report to be signed
   on its behalf by the undersigned, thereunto duly authorized.

                                      TIDEL TECHNOLOGIES, INC.
                                      (Company)


   September 25, 2002                 /s/ JAMES T. RASH
                                      ------------------------------------------
                                      James T. Rash
                                      President and Principal Executive Officer

                                      /s/ JAMES T. RASH
                                      ------------------------------------------
                                      James T. Rash
                                      Principal Financial and Accounting Officer


   Pursuant to the requirements of the Securities and Exchange Act of 1934, this
   report has been signed below by the following persons on behalf of the
   Registrant and in the capacities and on the dates indicated:

   SIGNATURE                          TITLE              DATE
   ---------                          -----              ----

   /s/ JAMES T. RASH                  Director           September 25, 2002
   --------------------------------
   James T. Rash

*  /s/ JERRELL G. CLAY                Director           September 25, 2002
   --------------------------------
   Jerrell G. Clay

*  /s/ MARK K. LEVENICK               Director           September 25, 2002
   --------------------------------
   Mark K. Levenick

*  /s/ MICHAEL F. HUDSON              Director           September 25, 2002
   --------------------------------
   Michael F. Hudson

*  /s/ RAYMOND P. LANDRY              Director           September 25, 2002
   --------------------------------
   Raymond P. Landry

                                      Director
   --------------------------------
   Stephen P. Griggs

* - Signed on behalf of the above referenced Directors by Power of Attorney:

   /s/ JAMES T. RASH                                     September 25, 2002
   --------------------------------
   Attorney-in-Fact

                                       10

                            TIDEL TECHNOLOGIES, INC.
                             A DELAWARE CORPORATION


                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                            Section 302 Certification

I, James T. Rash, certify that:

(1) I have reviewed this annual report on Form 10-K of Tidel Technologies, Inc.,
a Delaware corporation (the "registrant");

(2) Based on my knowledge, this annual 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 annual
report;

(3) Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;

(4) The registrant's other certifying officers and I are 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 us by others within
            those entities, particularly during the period in which this annual
            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 annual report (the "Evaluation Date"); and

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

(5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, 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 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

                                       11


(6) The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: September 25, 2002

                                           By: /s/ JAMES T. RASH
                                              ----------------------------------
                                               James T. Rash
                                               Principal Executive Officer





                                       12

                            TIDEL TECHNOLOGIES, INC.
                             A DELAWARE CORPORATION


                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                            Section 302 Certification

I, James T. Rash, certify that:

(1) I have reviewed this annual report on Form 10-K of Tidel Technologies, Inc.,
a Delaware corporation (the "registrant");

(2) Based on my knowledge, this annual 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 annual
report;

(3) Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;

(4) The registrant's other certifying officers and I are 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 us by others within
            those entities, particularly during the period in which this annual
            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 annual report (the "Evaluation Date"); and

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

(5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, 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 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

                                       13


(6) The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: September 25, 2002

                                              By: /s/ JAMES T. RASH
                                                 -------------------------------
                                                  James T. Rash
                                                  Principal Financial Officer




                                       14


                                 EXHIBIT INDEX

     EXHIBIT NO.                 DESCRIPTION
     -----------                 -----------

        99.1         Certification of Chief Executive Officer

        99.2         Certification of Chief Financial Officer