EXHIBIT 31.2
                            CERTIFICATION PURSUANT TO
                     SECURITIES EXCHANGE ACT RULE 13A-14(A)


I, Peter Lee, Chief Financial Officer, certify that:

     1.  I have reviewed this  quarterly  report on Form 10-QSB of Bay Resources
         Ltd. ("Registrant");

     2.  Based on my  knowledge,  this  quarterly  report  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  officer 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 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 their 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) [Paragraph  omitted  pursuant to SEC Release Nos.  33-8238 and
                  34-47986]

              (c) evaluated the  effectiveness  of the  Registrant's  disclosure
                  controls and procedures and presented in this quarterly report
                  our  conclusions  about the  effectiveness  of the  disclosure
                  controls and  procedures,  as of the end of the period covered
                  by this quarterly report based on such evaluation; and

              (c) disclosed in this annual report any change in the Registrant's
                  internal control over financial reporting that occurred during
                  the   Registrant's   most  recent  fiscal   quarter  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  officer 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 the
         Registrant's board of directors:

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              (a) all significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  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: November 12, 2004

                                          /s/          Peter Lee
                                          ---------------------------------
                                                Name:  Peter Lee
                                                Title: Director, Secretary and
                                                Chief Financial Officer

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