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**EXHIBIT 31.2  **

**CERTIFICATION PURSUANT TO RULE 13a-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, Francis J. O'Brien, certify that:

- 1. 
- I have reviewed this report on Form 10-Q of StockerYale, 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 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. 
  - 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 
  - 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 
- 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):     - 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:   August 16, 2004                                                                                                    | /s/ Francis J. O'Brien |
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Francis J. O'Brien  Chief Financial       Officer Exhibit 31.2  /  STKR END2004 Form 10-Q |