Exhibit 31.2

Section 302 Certification by Chief Executive Officer of Quarterly Report

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

I, Scott Milligan,  Senior Vice-President of Finance and Chief Financial Officer
of Zarlink Semiconductor Inc., certify that:

      1.    I have  reviewed  this  quarterly  report  on Form  10-Q of  Zarlink
            Semiconductor Inc. (the "registrant");

      2.    Based on my knowledge,  this quarterly  report on Form 10-Q 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 quarterly 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 quarterly report;

      4.    The registrant's other certifying officers 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 we have:

            d)    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  quarterly  report is being
                  prepared;

            e)    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

            f)    disclosed  in  the  report  any  change  in  the  registrant's
                  internal control over financial reporting that occurred during
                  the period covered by the quarterly 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  officers 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 function):

            c)    all significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal  controls  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and

            d)    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: October 24, 2003
                  -------------------

                                            /s/ SCOTT MILLIGAN
                                            ------------------------------------
                                            Scott Milligan
                                            Senior Vice-President of Finance and
                                            Chief Financial Officer


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