"Exhibit 31.2"


                             STELLAR RESOURCES LTD.
                  OFFICER'S CERTIFICATE PURSUANT TO SECTION 302


I, Michael Rezac, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB/A of Stellar Resources
Ltd.

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 statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  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 quarterly 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-14 and 15d-14) for the registrant and we 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 quarterly 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
quarterly report;

c)   presented in this quarterly 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;

5.   The registrant's  other certifying  officer 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
function):

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





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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

6.   The  registrant's  other  certifying  officer and I have  indicated in this
quarterly  report  whether or not 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:  March 16, 2004
                                        /s/ Michael Rezac
                                        ----------------------------------------
                                        Michael Rezac, Chief Financial Officer