EXHIBIT 31.2

                                 OPTIGENEX INC.
                  OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

      I, Joseph McSherry, the Chief Financial Officer of Optigenex Inc., certify
that:

1.    I have reviewed this quarterly report on Form 10-QSB of Optigenex Inc.;

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 Small Business  Issuer as of, and for, the periods  presented
      in this quarterly report;

4.    The  Small  Business   Issuer's  other  certifying   officers  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)) and
      internal  control  over  financial  reporting  (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)) 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)   [Omitted pursuant to SEC Release No. 33-8238];

      (c)   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

      (d)   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  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) 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(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting,  to the small business issuer's auditors 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: August 19, 2005


/s/ JOSEPH MCSHERRY
----------------------------------
Joseph McSherry
Chief Financial Officer