**EXHIBIT 31.1**

 

CERTIFICATION

 

I, Gregory M. McKee, certifythat:

 

1.                                       I have reviewedthis annual report on Form 10-K of Stressgen Biotechnologies Corporation (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 ActRules 13a-15(e) and 15d-15(e)) for the company 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 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.                                      evaluatedthe effectiveness of the company’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;

 

c.                                       disclosedin this report any change in the company’s internal control over financialreporting that occurred during the company’s most recent fiscal quarter thathas materially affected or is reasonably likely to materially affect, thecompany’s internal 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’sauditors and the audit committee of company’s board of directors (or personsperforming the equivalent function):

 

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

 

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

 

Date:  February 19, 2004

 
|   | /s/  Gregory M. McKee                                               |   |
|--------|---------------------------------------------------------------------|--------|
|   | Gregory M. McKee                                                    |
|   | Vice  President, Corporate Development and  Chief Financial Officer |

 

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