**Exhibit 31.2**

 

**CANDELA CORPORATION**

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

 

I, F.Paul Broyer, certify that:

 

1.               Ihave reviewed this annual report on Form 10-K of Candela Corporation;

 

2.               Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary 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.               Omitted, as thisparagraph is not applicable to the filing of this 10K/A;

 

4.               The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal controls over financial reporting (as defined in theExchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant andhave:

 

a.               Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b.              Designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

 

c.               Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

d.              Disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect theregistrant’s internal control over financial reporting; and

 

5.         The registrant’s othercertifying officers and I have disclosed, based on our most recent evaluation,of internal control over financial reporting, to the registrant’s auditors andthe audit committee of the registrant’s board of directors (or personsperforming the equivalent function):

 

a.               All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b.              Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the registrant’s internal controls over financialreporting.

 
| Date:  | October 18,  2005  |   |  \s\ F. Paul Broyer |   |
|--------|-------------------------|--------|--------------------------|--------|
|   | F. Paul Broyer          |
|   | Chief Financial Officer |

 

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