**CERTIFICATIONS**





**EXHI****BIT
      31.2**


I,
      William G. Dumencu, certify that:





1.   I
        have
        reviewed this Quarterly Report on Form 10-Q of OccuLogix, 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 registrant as of,
        and
        for, the periods presented in this quarterly report;
  4.   The
        registrant’s other certifying officer 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 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 quarterly report is being prepared;
 
 (b)  Designed such internal control over financial reporting, or caused such internal
        control over financial reporting to be designed under our supervision, to
        provide reasonable assurance regarding the reliability of financial reporting
        and the preparation of financial statements for external purposes in accordance
        with generally accepted accounting principles;
 
 (c)  Evaluated the effectiveness of the registrant’s disclosure controls and
        procedures and presented in this quarterly report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end of
        the
        period covered by this quarterly report based on such evaluation;
        and
 
 (d)  Disclosed in this report any change in the registrant’s internal control over
        financial reporting that occurred during the period covered by this quarterly
        report that has materially affected, or is reasonably likely to materially
        affect, the registrant’s internal control over financial reporting.
 
 5.  The
        registrant’s other certifying officer and I have disclosed, based on our most
        recent evaluation of internal control over financial reporting, 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 weakness 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 information;
                  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.





**OCCULOGIX,
                INC.**Date:August
                9, 2006
            By:
            /s/ William
                G. DumencuChief
                Financial Officer