**EXHIBIT 31.1**

 

CERTIFICATION

I, Gregory M. McKee, certify that:

 

1.                                       Ihave reviewed this quarterly report on Form 10-Q of Stressgen BiotechnologiesCorporation (the “company”);

 

2.                                       Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the company as of, and for,the periods presented in this report;

 

4.                                       Thecompany’s other certifying officer(s) and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the company and have:

 

a.             designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

 

b.             evaluated theeffectiveness of the company’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation;

 

c.             disclosed in thisreport any change in the company’s internal control over financial reportingthat occurred during the period covered by the report that has materiallyaffected or is reasonably likely to materially affect, the company’s internalcontrol over financial reporting; and

 

5.                                       Thecompany’s other certifying officers and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to thecompany’s auditors and the audit committee of company’s board of directors (orpersons performing the equivalent function):

 

a.             allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the company’s ability to record, process, summarize and reportfinancial information; and

 

b.             anyfraud, whether or not material, that involves management or other employees whohave a significant role in the company’s internal control over financialreporting.

 
| Date:  May 6, 2004 |                                       |
|-------------------------|--------------------------------------------|
|                    |                                       |
|                    |                                       |
|                    | /s/ Gregory M. McKee                       |   |
|                    | Gregory M. McKee                           |
|                    | Vice President and Chief Financial Officer |

 

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