**Exhibit 31.2**

**CERTIFICATION**

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|   | 1.     | I have reviewed this Amendment No. 1 to annual                report on                Form 10-K of the Company for the fiscal year ended January 31,                2005;                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | 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 in order 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 Company as of, and for, the period presented in this                report;                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | 4.     | The Company’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                Company 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                Company,                including its consolidated subsidiaries, is made known to us by others                within those entities, particularly during the period in which this                report                was being prepared; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                 | evaluated the effectiveness of the Company’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 Company’s                internal control over financial reporting that occurred during the                Company’s most recent fiscal quarter that has materially affected, or is                reasonably likely to materially affect the Company’s internal control over                financial reporting; and                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | 5.     | The Company’s other certifying officer and I have                disclosed, based on our most recent evaluation, to the Company’s auditors                and the audit committee of the Company’s board of                directors:                                                                                                                                                                             |
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|   |   | (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 Company’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                Company’s                internal control over financial                reporting.                                                                                                                                                                                                                                                                           |

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| Dated:  March 21, 2006 | /s/  Sharon L. Wardlaw                    |
|                        |                                           |
|                        | Chief Financial Officer                        |
|                        | Polydex Pharmaceuticals                Limited |

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