EXHIBIT 31.2


CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David B. Swank certify that:

          1. I have  reviewed  this  quarterly  report on Form  10-QSB of Diomed
Holdings, Inc.;

          2. Based on my  knowledge,  this  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 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
registrant as of, and for, the periods presented in this report;

          4. The registrant's other certifying  officer(s) 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(s) and I have disclosed,
based on our most recent  evaluation  of the  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):

                   a) All significant  deficiencies  and material  weaknesses in
the design or operation of internal controls 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:  August 12, 2004                        /s/ DAVID B. SWANK
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