**CERTIFICATIONS**





**EXHIBIT
      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:November
                8, 2006
            By:
            /s/ William
                G. DumencuChief
                Financial Officer