EXHIBIT 31.2



                  Certification of Principal Financial Officer

I, Annette Heroux, Chief Financial Officer of iCAD, Inc. , certify that:

1. I have reviewed this annual report on Form 10-K/A of iCAD, Inc.;

2. Based on my knowledge,  this annual report on Form 10-K/Adoes 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.

Date:November 21, 2003
                                                  /s/ Annette L. Heroux
                                                  ---------------------
                                                  Annette L. Heroux
                                                  Chief Financial Officer