**Exhibit 31.2**

 

CELSION CORPORATION

CERTIFICATION

 

I, Paul B. Susie, certifythat:

 

1.             I have reviewed this quarterly report on Form 10-Qof Celsion Corporation;

 

2.                                       Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                       Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report

 

4.                                       The registrant’s othercertifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)), and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15 (f)), for the registrant andhave:

 

(a)  Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

(b)  Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the presentation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

(c)  Evaluated the effectiveness of the registrant’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; and

 

(d) Disclosed in this report any change in the registrant’s internal control overfinancial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

 

5.                                       The registrant’sother certifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

 

(a)          All significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

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(b)         Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

 
| * *                | *  /s/  Paul B. Susie*         |
|-------------------------|------------------------------------------|
| November 14,  2008 |                                     |
|                    |   Paul  B. Susie               |
|                    |   Chief  Accounting Officer    |
|                    |   Principal  Financial Officer |
|                    |   Celsion  Corporation         |

 

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