**EXHIBIT31.1**

 

CERTIFICATION

 

I, Gregory M. McKee, certify that:

 

1.                                       I have reviewedthis annual report on Form 10-K of Stressgen BiotechnologiesCorporation (the “company”);

 

2.                                       Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                       Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the company as of, and for,the periods presented in this report;

 

4.                                       The company’sother certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 12a-15(f) and 15d-15(f)) for thecompany and have:

 

a.                                       designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

 

b.                                      designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

 

c.                                       evaluated theeffectiveness of the company’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation;

 

d.                                      disclosed in thisreport any change in the company’s internal control over financial reportingthat occurred during the company’s most recent fiscal quarter that hasmaterially affected or is reasonably likely to materially affect, the company’sinternal control over financial reporting; and

 

5.                                       The company’sother certifying officers and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the company’s auditorsand the audit committee of company’s board of directors (or persons performingthe equivalent function):

 

a.                                       all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the company’s ability to record, process, summarize and report financialinformation; and

 

b.                                      any fraud,whether or not material, that involves management or other employees who have asignificant role in the company’s internal control over financial reporting.

 
| Date: March 14, 2005 |                                      |
|---------------------------|-------------------------------------------|
|                      |                                      |
|                      | /s/ Gregory M. McKee                      |   |
|                      | Gregory M. McKee                          |
|                      | Vice President, Corporate Development and |
|                      | Chief Financial Officer                   |

 

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