**Exhibit 31.2**

 

**CERTIFICATION**

 

I, Sharon L. Wardlaw, Chief Financial Officer of PolydexPharmaceuticals Limited (the “Company”) do hereby certify that:

 

1.                                       I have reviewed this annualreport on Form 10-K of the Company for the fiscal year ended January 31, 2004;

 

2.                                       Based on my knowledge, thisannul report does not contain any untrue statement of a material fact or omitto state a material fact necessary in order to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                       Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results of operationsand cash flows of the Company as of, and for, the period presented in thisreport;

 

4.                                       The Company’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and15d-14) for the Company and we have:

 

(a)                                  designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our suprevision, to ensure that material information relatingto the Company, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport was being prepared;

 

(b)                                 evaluated the effectivenessof the Company’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

(c)                                  disclosed in this report anychange in the Company’s internal control over financial reporting that occurredduring the Company’s most recent fiscal quarter that has materially affected,or is reasonably likely to materially affect the Company’s internal controlover financial reporting; and

 

5.                                       The Company’s other certifyingofficer and I have disclosed, based on our most recent evaluation, to theCompany’s auditors and the audit committee of the Company’s board of directors:

 

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(a)                                  all significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theCompany’s ability to record, process, summarize and report financialinformation; and

 

(b)                                 any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the Company’s internal control over financial reporting.

 

 

Dated:  April 30, 2004

 

 
|   | /s/   Sharon L. Wardlaw    |   |
|--------|---------------------------------|--------|
|   | Chief Financial Officer         |
|   | Polydex Pharmaceuticals Limited |

 

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