**EXHIBIT 31.1**

 

CERTIFICATION

 

I, Gregory M. McKee, certify that:

 

1.                                       I have reviewed this quarterly report on Form10-Q of Stressgen Biotechnologies Corporation (the “company”);

 

2.                                       Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the company as of, and for, the periods presented in thisreport;

 

4.                                       The company’s other certifying officer(s) andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for thecompany and have:

 

a.                                       designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the company,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

b.                                      evaluated the effectiveness of the company’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation;

 

c.                                       disclosed in this report any change in thecompany’s internal control over financial reporting that occurred during theperiod covered by the report that has materially affected or is reasonablylikely to materially affect, the company’s internal control over financialreporting; and

 

5.                                       The company’s other certifying officers and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the company’s auditors and the audit committee ofcompany’s board of directors (or persons performing the equivalent function):

 

a.                                       all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the company’s abilityto record, process, summarize and report financial information; and

 

b.                                      any fraud, whether or not material, thatinvolves management or other employees who have a significant role in thecompany’s internal control over financial reporting.

 
| Date: October 27, 2004 |                                        |
|------------------------|---------------------------------------------|
|                   |                                        |
|                   | /s/ Gregory M. McKee                        |   |
|                   | Gregory M. McKee                            |
|                   | Vice President and Chief  Financial Officer |

 

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