EXHIBIT 31.2

                              CERTIFICATION OF CFO
                             PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002


I, Shaun D. McMeans, certify that:

     1.   I have  reviewed  this  annual  report  on Form  10-K  of  PrimeSource
          Healthcare, Inc.;

     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 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;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  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 annual 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-15(e)  and  15d-15(e))  for the
          registrant and 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
             registrant,  including its consolidated subsidiaries, is made known
             to us by others  within  those  entities,  particularly  during the
             period in which this report is being prepared;

          (b)evaluated  the   effectiveness  of  the   registrant'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  registrant's  internal
             control  over  financial   reporting   that  occurred   during  the
             registrant's  most recent fiscal quarter (the  registrant's  fourth
             fiscal quarter in the case of an annual report) that has materially
             affected,  or  is  reasonably  likely  to  materially  affect,  the
             registrant's internal control over financial reporting; and

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's  board of directors (or persons performing the equivalent
          functions):

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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 registrant'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  registrant's
             internal control over financial reporting.

Date:    September 28, 2003

                                          /s/  Shaun D. McMeans
                                          --------------------------------------
                                          Name:   Shaun D. McMeans
                                                  Title: Chief Operating Officer
                                                  and Chief Financial Officer



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                                  Exhibit Index
                                  -------------

            3.1    Articles of Organization.  (Incorporated by reference to Form
                   S-18, File No. 33-5514B, declared effective on July 7, 1986).

            3.2    Amendment, dated March 30, 1982, to Articles of Organization.
                   (Incorporated  by reference to Form S-18, File No.  33-5514B,
                   declared effective on July 7, 1986).

            3.3    Amendment, dated August 9, 1984, to Articles of Organization.
                   (Incorporated  by reference to Form S-18, File No.  33-5514B,
                   declared effective on July 7, 1986).

            3.4    Amendment, dated April 10, 1992, to Articles of Organization.
                   (Incorporated  by reference to Form 10-K,  File No.  0-14961,
                   filed for the fiscal year ended October 31, 1993).

            3.5    Amendment,   dated   October   20,   1995,   to  Articles  of
                   Organization.  (Incorporated  by reference to Form 10-K, File
                   No.  0-14961,  filed for the fiscal  year ended  October  31,
                   1995).

            3.6    Amendment,   dated   October   20,   1995,   to  Articles  of
                   Organization.  (Incorporated  by reference to Form 10-K, File
                   No.  0-14961,  filed for the fiscal  year ended  October  31,
                   1995).

            3.7    Amendment,   dated   September   16,  1996,  to  Articles  of
                   Organization.  (Incorporated  by reference to Form 10-K, File
                   No.  0-14961,  filed for the fiscal  year ended  October  31,
                   1996).

            3.8    Certificate  of Vote of Directors  Establishing a Series of a
                   Class of Stock dated  September  16, 1996.  (Incorporated  by
                   reference  to Form  10-K,  File No.  0-14961,  filed  for the
                   fiscal year ended October 31, 1996).

            3.9    Certificate   of   Correction    dated   October   4,   1996.
                   (Incorporated  by reference to Form 10-K,  File No.  0-14961,
                   filed for the fiscal year ended October 31, 1996).

            3.10   Certificate   of   Correction    dated   October   4,   1996.
                   (Incorporated  by reference to Form 10-K,  File No.  0-14961,
                   filed for the fiscal year ended October 31, 1996).

            3.11   Certificate  of Vote of Directors  Establishing a Series or a
                   Class of Stock, dated February 27, 2001 (Series B Convertible
                   Preferred  Stock).  (Incorporated  by  reference to Form 8-K,
                   File No. 0-14961, filed on March 16, 2001).

            3.12   Certificate  of Vote of Directors  Establishing a Series or a
                   Class of Stock, dated February 27, 2001 (Series C Convertible
                   Preferred  Stock).  (Incorporated  by  reference to Form 8-K,
                   File No. 0-14961, filed on March 16, 2001).

            3.13   Certificate  of Vote of Directors  Establishing a Series or a
                   Class  of  Stock,   dated   February   27,  2001   (Series  D
                   Exchangeable Preferred Stock).  (Incorporated by reference to
                   Form 8-K, File No. 0-14961, filed on March 16, 2001).


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            3.14   Certificate  of  Correction  dated  March 2,  2001  (Series C
                   Convertible  Preferred Stock).  (Incorporated by reference to
                   Form 8-K, File No. 0-14961, filed on March 16, 2001).

            3.15   Certificate of Correction dated March 2, 2001.  (Incorporated
                   by reference to Form 8-K,  File No.  0-14961,  filed on March
                   16, 2001).

            3.16   Articles of Amendment to Articles of  Organization,  dated as
                   of June 27,  2001.  (Incorporated  by  reference to Form 8-K,
                   File No. 0-14961, filed on July 11, 2001).

            3.17   Certificate  of Vote of Directors  Establishing a Series or a
                   Class of Stock,  dated June 28,  2001  (Series E  Convertible
                   Preferred  Stock).  (Incorporated  by  reference to Form 8-K,
                   File No. 0-14961, filed on July 11, 2001).

            3.18   Certificate of Correction dated July 13, 2001.  (Incorporated
                   by reference to Form 10-K,  File No.  0-14961,  filed October
                   15, 2001).

            3.19   Certificate  of Vote of Directors  Establishing a Series or a
                   Class of Stock,  dated January 23, 2002 (Series F Convertible
                   Redeemable  Preferred  Stock).  (Incorporated by reference to
                   Form 10-Q, File No. 0-14961, filed on February 14, 2002).

            3.20   Certificate  of Vote of Directors  Establishing a Series or a
                   Class of Stock,  dated August 6, 2002  (Series G  Convertible
                   Redeemable  Preferred  Stock).  (Incorporated by reference to
                   Form 8-K, File No. 0-14961, filed on August 8, 2002).

            3.21   Articles of Amendment to Articles of  Organization,  dated as
                   of December  17,  2002.  (Incorporated  by  reference to Form
                   10-Q, File No. 0-14961, filed February 14, 2003).

            3.22   Amended and Restated  By-Laws  (Incorporated  by reference to
                   Form 8 K, File No. 0 -14961, filed August 8, 2002).

            4.1    Specimen  of  Common  Stock  Certificate.   (Incorporated  by
                   reference to Form S-18, File No. 33-5514B, declared effective
                   on July 7, 1986).

            4.2    Registration  Rights  Agreement  made  as of  June  3,  1996,
                   between the Company and the  Purchasers  identified  therein.
                   (Incorporated  by reference to Form 10-Q,  File No.  0-14961,
                   filed September 13, 1996).

            4.3    Second Amended and Restated  Registration Rights, dated as of
                   August 6, 2002, by and among PrimeSource Healthcare, Inc. and
                   the persons listed as Stockholders therein.  (Incorporated by
                   reference  to Form 8-K,  File No.  0-14961,  filed  August 8,
                   2002).

            4.4    Amended and Restated Co-Sale Agreement,  dated June 28, 2001,
                   by and among  PrimeSource  Healthcare,  Inc.  and the persons
                   listed as Stockholders therein. (Incorporated by reference to
                   Form 10-K, File No. 0-14961, filed October 15, 2001).

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            4.5    Co-Sale  Agreement,  dated as of August 6, 2002, by and among
                   PrimeSource  Healthcare,  Inc.  and  the  persons  listed  as
                   Stockholders on the signature pages thereto. (Incorporated by
                   reference  to Form 8-K,  File No.  0-14961,  filed  August 8,
                   2002).

            10.1   Employment   Agreement,   entered  into  between  PrimeSource
                   Healthcare,  Inc. and Bradford C. Walker,  effective upon the
                   Initial Closing as defined in the Purchase Agreement dated as
                   of August 6, 2002).  (Incorporated by reference to Form 10-K,
                   File No. 0-14961, filed September 30, 2002).

            10.2   Amended and Restated Credit  Agreement,  dated as of June 14,
                   1999,  by and among  PrimeSource  Surgical,  Inc,  a Delaware
                   corporation,  Bimeco, Inc., a Florida corporation ("Bimeco"),
                   Medical Companies Alliance, Inc., a Utah corporation, Douglas
                   Medical,  Inc., a Florida  corporation  and Citizens  Bank of
                   Massachusetts.  (Incorporated  by  reference to Form == 10-K,
                   File No. 0-14961, filed September 30, 2002).

            10.3   First  Amendment  to Amended and Restated  Credit  Agreement,
                   dated  as of  August  22,  2000,  by  and  among  PrimeSource
                   Surgical,  Inc,  a  Delaware  corporation,  Bimeco,  Inc.,  a
                   Florida  corporation,  and  Citizens  Bank of  Massachusetts.
                   (Incorporated  by reference to Form 10-K,  File No.  0-14961,
                   filed September 30, 2002).

            10.4   Second  Amendment to Amended and Restated  Credit  Agreement,
                   dated as of  December  15,  2000,  by and  among  PrimeSource
                   Surgical,  Inc.,  Bimeco,  Inc.  Ruby  Merger Sub,  Inc.  and
                   Citizens Bank of Massachusetts. (Incorporated by reference to
                   Form 10-K, File No. 0-14961, filed September 30, 2002).

            10.5   Third  Amendment  to Amended and Restated  Credit  Agreement,
                   dated as of March 2, 2001, by and among PrimeSource Surgical,
                   Inc,  a  Delaware   corporation,   Bimeco,  Inc.,  a  Florida
                   corporation,  Ruby Merger Sub, Inc., a Delaware  corporation,
                   Luxtec Corporation,  a Massachusetts corporation and Citizens
                   Bank of  Massachusetts.  (Incorporated  by  reference to Form
                   10-Q, File No. 0-14961, filed May 21, 2001).

            10.6   Fourth  Amendment to Amended and Restated  Credit  Agreement,
                   dated as of August 6, 2002, among PrimeSource Surgical, Inc.,
                   Bimeco, Inc., Ruby Merger Sub, Inc., PrimeSource  Healthcare,
                   Inc. and Citizens  Bank of  Massachusetts.  (Incorporated  by
                   reference  to Form  8-K,  File No  0-14961,  filed  August 8,
                   2002).

            10.7   Amended and Restated Loan and Security Agreement, dated March
                   2,  2001,  by and among  Luxtec  Corporation,  Fiber  Imaging
                   Technologies,  Inc., Cathtec Incorporated,  CardioDyne,  Inc.
                   and ARK CLO 2000-1,  Limited.  (Incorporated  by reference to
                   Form 10-Q, File No. 0-14961, filed May 21, 2001).

            10.8   First  Amendment  to Amended and  Restated  Loan and Security
                   Agreement,  dated  as  of  August  31,  2001,  by  and  among
                   PrimeSource  Healthcare,  Inc.  (f/k/a  Luxtec  Corporation),
                   Fiber Imaging Technologies,  Inc., Cathtec Incorporated,  and
                   Cardiodyne, Inc., and Ark CLO 2000-1, Limited.  (Incorporated
                   by reference to Form 10-K, File No. 0-14961,  filed September
                   30, 2002).

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            10.9   Second  Amendment and Waiver to the Amended and Restated Loan
                   and Security  Agreement,  dated as of August 6, 2002,  by and
                   among    PrimeSource    Healthcare,    Inc.   (f/k/a   Luxtec
                   Corporation),   Fiber  Imaging  Technologies,  Inc.,  Cathtec
                   Incorporated,  and  Cardiodyne,  Inc.,  and Ark  CLO  2000-1,
                   Limited.  (Incorporated  by  reference  to Form 8-K,  File No
                   0-14961, filed August 8, 2002).

            10.10  Luxtec Corporation 1992 Stock Plan, as amended. (Incorporated
                   by reference to Form 10-K,  File No.  0-14961,  filed January
                   28, 1994).

            10.11  Luxtec  Corporation  1995 Stock Option Plan for  Non-Employee
                   Directors.  (Incorporated by reference to Form 10-K, File No.
                   0-14961, filed January 27, 1996).

            10.12  Tucson Medical Corporation 1997 Stock Option / Stock Issuance
                   Plan, as amended. (Incorporated by reference to Schedule 14A,
                   File No. 0-14961, filed June 1, 2001).

            10.13  Unit Purchase  Agreement among PrimeSource  Healthcare,  Inc.
                   and the Purchasers  named in Schedule I thereto,  dated as of
                   June 28, 2001.  (Incorporated  by reference to Form 8-K, File
                   No. 0-14961, filed July 11, 2001).

            10.14  Form of Warrant. (Incorporated by reference to Form 8-K, File
                   No. 0-14961, filed July 11, 2001).

            10.15  Conversion  and  Exchange  Agreement,  dated as of  August 6,
                   2002,  by and  among  PrimeSource  Healthcare,  Inc.  and the
                   persons listed in the signature pages thereto.  (Incorporated
                   by  reference to Form 8-K,  File No 0-14961,  filed August 8,
                   2002).

            10.16  Purchase  Agreement,  dated  as  of  August  6,  2002,  among
                   PrimeSource Healthcare, Inc. and the Initial Purchasers named
                   in Schedule I thereto.  (Incorporated  by  reference  to Form
                   8-K, File No 0-14961, filed August 8, 2002).

            10.17  Lease  Agreement,  dated as of March 1, 2000,  by and between
                   Holualoa  Butterfield  Industrial,   L.L.C.  and  PrimeSource
                   Surgical,  Inc. (Incorporated by reference to Form 10-K, File
                   No. 0-14961, filed on October 15, 2001).

            10.18  Stock Purchase  Agreement,  dated June 30, 2003, by and among
                   PrimeSource Surgical,  Inc., Peter Miller, Peter Eule and New
                   England Medical Specialties,  Inc. (Incorporated by reference
                   to Form 8-K, File No. 0-14961, filed July 2, 2003).

            10.19  Waiver   Agreement,   dated  June  30,  2003,  by  and  among
                   PrimeSource   Healthcare,   Inc.  and  the  Purchasers  named
                   therein.  (Incorporated  by reference  to Form 8-K,  File No.
                   0-14961, filed July 2, 2003).

            10.20  Severance Agreement,  dated September 5, 2003, by and between
                   PrimeSource   Healthcare,   Inc.   and  Bradford  C.  Walker.
                   (Incorporated  by  reference to Form 8-K,  File No.  0-14961,
                   filed September 8, 2003).

            21.1   Subsidiaries of the Registrant.
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            31.1   Certification of the President Pursuant to Section 302 of the
                   Sarbanes-Oxley Act of 2002.

            31.2   Certification   of  CFO   Pursuant  to  Section  302  of  the
                   Sarbanes-Oxley Act of 2002.

            32.1   Certification  of the  President  and CFO Pursuant to Section
                   906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K:

         None.

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