**EXHIBIT
      31.2**





**CERTIFICATION
      OF CHIEF FINANCIAL OFFICER**


**PURSUANT
      TO RULES 13A-14 AND 15D-14**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





I,
      Jibin
      Zhang, Chief Financial Officer of Synutra International, Inc. (the “Company”),
      certify that:





1. I
      have
      reviewed this Quarterly Report on Form 10-Q of Synutra International, 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 issuer as of, and for, the periods
      presented in this report;





4. The
      issuer’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)) and internal control over financial reporting (as
      defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer 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 issuer, 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) 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 issuer’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 issuer’s internal control over financial
      reporting that occurred during the issuer’s most recent fiscal quarter (the
      issuer’s fourth fiscal quarter in the case of an annual report) that has
      materially affected, or is reasonably likely to materially affect, the issuer’s
      internal control over financial reporting; and





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





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 issuer’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 issuer’s internal control over financial
      reporting.




Dated:
                November 10, 2006/s/
                Jibin Zhang
              Jibin
                Zhang
              Chief
                Financial Officer