EXHIBIT 31.2

               CHROMAVISION MEDICAL SYSTEMS, INC. AND SUBSIDIARIES
                                 CERTIFICATIONS

I, Stephen T.D. Dixon, Executive Vice President and Chief Financial Officer of
ChromaVision Medical Systems, Inc., certify that:

1.    I have reviewed this quarterly report on Form 10-Q of ChromaVision Medical
      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 statement 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) for the registrant
      and we 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)    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

      c)    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 function.

      a)    All significant deficiencies and internal weakness in the design or
            operation of material 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 9, 2004

/s/ Stephen T. D. Dixon
- -------------------------------------
Stephen T.D. Dixon
Executive Vice President and Chief Financial Officer

                                       39