Exhibit 31.2
Section 302 Certification by Chief Financial 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:

          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 quarterly 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 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):

          a)   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

          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: February 5, 2004
---------------------------------

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


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