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                                                                                        Exhibit 31.2

                                            CERTIFICATION

I, Daniel L. Nir, certify that:

         1.  I have  reviewed  this  annual  report  on  Form  10-KSB  of The  St.  Lawrence  Seaway
Corporation;

         2. Based on my knowledge,  this 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 report;

         3.  Based on my  knowledge,  the  financial  statements,  and other  financial  information
included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the small business issuer as of, and for, the periods presented in this
report;

         4.  The  small  business  issuer'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 small business issuer 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 small business issuer, including its consolidated subsidiaries,  is made known to us
by others  within  those  entities,  particularly  during the  period in which this  report is being
prepared;

              b) evaluated the effectiveness of the small business issuer'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 this report any change in the small business issuer's internal control
over financial reporting that occurred during the small business issuer's most recent fiscal quarter
that has  materially  affected,  or is reasonably  likely to materially  affect,  the small business
issuer's internal control over financial reporting; and

         5. The small business issuer's other certifying officer and I have disclosed,  based on our
most recent evaluation of internal control over financial reporting,  to the small business issuer's
auditors  and the audit  committee of the small  business  issuer's  board of directors  (or persons
performing the equivalent functions):

              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 small
business issuer'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 small business issuer's internal control over financial reporting.

Date:  June 28, 2005
                                                              By: /s/ Daniel L. Nir
                                                                 -----------------------------------
                                                                 Daniel L. Nir
                                                                 President and Treasurer
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