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**EXHIBIT 12.2**

**SARBANES-OXLEY CFO CERTIFICATION**

I, Jeffrey R. Mason, Chief Financial Officer of Northern Dynasty
  Minerals Ltd., certify that:

|(1) | I have reviewed this Annual Report on
        Form 20-F of Northern Dynasty Minerals Ltd..                                                                                                                                                                                                                                                
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Based on my knowledge, this 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 report;
|   
|(3) | Based on my knowledge, the financial statements,
        and other financial information included in this report, fairly present
        in all material respects the financial condition, results of operations
        and cash flows of the Company as of, and for, the periods presented in
        this report;                      
|   
|(4) | The Company’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))
        for the Company and have:                                                                                            
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                       
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                       
|   
|    | (c)                                                                                                                                                                                                                                                                                                                                       
|   
|(5) | The Company’s other certifying officer(s)
        and I have disclosed, based on our most recent evaluation of the internal
        control over financial reporting, to the Company’s auditors and
        the audit committee of Company’s board of directors (or persons
        performing the equivalent functions):                 
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                       
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                       
|   

|Date:  | MARCH 28, 2005          | 
|------ | ----------------------- | 
|       |                         | 
|       |                         | 
|By:    | /s/ Jeffrey R. Mason    | 
|       | JEFFREY R. MASON        | 
|       |                         | 
|Title: | Chief Financial Officer | 

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