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                                                                                        EXHIBIT 31.2

                                            CERTIFICATION

I, Daniel L. Nir, certify that:

         1. I have reviewed this annual report on Form 10-K 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 registrant as of, and for, the periods presented in this 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-14 and 15d-14)
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 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  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 this 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,  to the registrant's auditors and the audit committee of registrant'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
registrant's ability to record, process, summarize and report financial data; 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:  June 29, 2004

                                                              By:    /s/ Daniel L. Nir
                                                                     -------------------------------
                                                                     Daniel L. Nir
                                                                     President and Treasurer
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