**Exhibit 31.2**

 
| **CERTIFICATIONS PURSUANT  TO SECTION 302 OF** |
|-----------------------------------------------------|
| **THE SARBANES-OXLEY ACT OF  2002**                 |

 

I, G. Fraser B. Sinclair,certify that:

 

1.             I have reviewed this Annual Report on Form 40-F ofNorth American Palladium Ltd.;

 

2.             Based on my knowledge, this annual report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this annual report;

 

3.             Based on my knowledge, the financial statements, andother financial information included in this annual report, fairly present inall material respects the financial condition, results of operations and cashflows of the issuer as of, and for, the periods presented in this annualreport;

 

4.             The issuer’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internalcontrol over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the issuer and have:

 

(a)           Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the issuer, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

 

(b)           Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

(c)           Evaluated the effectiveness of the issuer’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

(d)           Disclosed in this report any change in the issuer’sinternal control over financial reporting that occurred during the periodcovered by the annual report that has materially affected, or is reasonablylikely to materially affect, the issuer’s internal control over financialreporting; and

 

5.             The issuer’s other certifying officer and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the issuer’s auditors and the audit committee of theissuer’s board of directors (or persons performing the equivalent functions):

 

(a)           All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the issuer’s ability to record,process, summarize and report financial information; and

 

(b)           Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the issuer’sinternal control over financial reporting.

 
| Date: March 31, 2008 | By:    | /s/ G. Fraser B. Sinclair                            |
|---------------------------|--------|------------------------------------------------------|
|                      |   |                                                 |
|                      |   | G. Fraser B. Sinclair                                |
|                      |   | Vice President, Finance and  Chief Financial Officer |

 

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