EXHIBIT
      33.2




I,
      Robert
      Y. Lee, certify that:




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




2.
      Based
      on my knowledge, this quarterly 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 quarterly
      report;




3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this quarterly 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 quarterly report;




4.
      The
      registrant's other certifying officer, Mr. Manfred F. Dyck and I am responsible
      for establishing and maintaining disclosure controls and procedures (as defined
      in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:





a)
      designed such disclosure controls and procedures 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 quarterly report is being prepared;




b) evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and




c) presented in this quarterly report our conclusions about the effectiveness
      of
      the disclosure controls and procedures based on our evaluation as of the
      Evaluation Date;




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




a) all significant deficiencies in the design or operation of internal controls
      which could adversely affect the registrant's ability to record, process,
      summarize and report financial data and have identified for the registrant's
      auditors any material


weaknesses in internal controls; and




b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal controls;
      and




6.
      The
      registrant's other certifying officer, Mr. Manfred F. Dyck and I have indicated
      in this quarterly report whether there were significant changes in internal
      controls or in other factors that could significantly affect internal controls
      subsequent to the date of our most recent evaluation, including any corrective
      actions with regard to significant deficiencies and material
      weaknesses.




Date: February
      6, 2006




_ /s/
      Robert Y. Lee _


Robert
      Y.
      Lee, Vice President of Finance and CFO