**Exhibit 31.2**

 

**Certification of Principal Financial OfficerPursuant to Exchange Act Rule 13a-14(a)/15d-14(a)As Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002**

 

I, Ronald J.Artale, certify that:

 

1.               I have reviewed this quarterly report onForm 10-Q of Large Scale Biology Corporation;

 

2.               Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.               Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Registrant as of, andfor, the periods presented in this report;

 

4.               TheRegistrant’s other certifying officer(s) and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the Registrant and have:

 

a)              designedsuch disclosure 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)             evaluatedthe effectiveness 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

 

c)              disclosedin this report any change in the Registrant’s internal control over financialreporting that occurred during the Registrant’s first fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, theRegistrant’s internal control over financial reporting; and

 

5.               TheRegistrant’s other certifying officer(s) and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of the Registrant’s board ofdirectors (or persons performing the equivalent functions):

 

a)              allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the Registrant’s ability to record, process, summarize andreport financial information; and

 

b)             anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Registrant’s internal control over financialreporting.

 

 
| **Date:  May 23, 2005** | **/s/  Ronald J. Artale**               | ** ** |
|------------------------------|-----------------------------------------|------------|
| ** **                   | **Ronald  J. Artale**                   |
|                         | Senior Vice President, Chief Operating  |
| ** **                   | **Officer** and Chief Financial Officer |

 

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