Exhibit 31.2

CERTIFICATION

I, John A. Luce, Chief Financial Officer of Polydex Pharmaceuticals Limited
(the "Company") do hereby certify that:

1.

I have reviewed this annual report on Form
10-K of the Company for the fiscal year ended January 31, 2008;

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-15(e) and 15d-15(e) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) 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)

designed such
internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles

(c)

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

(d)

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 (the Company's fourth fiscal quarter in
case of an annual report) 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:

(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.

|Dated: April 30, 2008 | /s/ John A. Luce                   
|--------------------- | -----------------------------------
|                      | Chief Financial
    Officer        
|                      | Polydex
    Pharmaceuticals Limited

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