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EXHIBIT 31.2

CERTIFICATION

I, Francis J. O'Brien, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of StockerYale, 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 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)     [Omitted pursuant to SEC Release Nos. 33-8238 and   34-47986];

c)     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

d)     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 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 control 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:    November 14, 2003/s/ Francis J. O'Brien
         
Francis J. O'Brien         Chief Financial Officer  Exhibit 31.2  /  STKR    2003 Form 10-Q |
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