**EXHIBIT 31.2**

**CERTIFICATION PURSUANT TO RULE13a-14(a) OR 15d-14(a) OF THE SECURITIESEXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002**

I, Richard P. Lindsay, certify that:

| 1.     | I have reviewed this report on Form 10-Q of StockerYale, Inc.;                                                                                                                                                                                                                                            |
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| 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; |
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| 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;                    |
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| 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:                                                                         |
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|   | 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; |
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|   | 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 |
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|   | 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 affect, the registrant's internal control over    financial reporting; and |
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| 5.     | The registrant's other certifying officer(s)  and I have disclosed, based on our most recent evaluation of internal control  over financial reporting, to the registrant's auditors and the audit committee  of registrant's board of directors (or persons performing the equivalent  functions):             |
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|   | 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 registrant's ability to    record, process, summarize and report financial information; and |
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|   | 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. |
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| Date:    November 15, 2004                                                                                                     | /s/ Richard P. Lindsay |
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Richard P.    Lindsay  Chief Financial Officer   Exhibit 31.2  /  STKR END2004 Form 10-Q |