**Exhibit 12.1****CERTIFICATIONS**I, Kenneth H. Kirkpatrick, President and Chief Executive Officer of Offshore SystemsInternational Ltd., certify that:1. I have reviewed this annual report on Form 20-F of Offshore Systems International Ltd.;2. Based on my knowledge, this annual report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the periodcovered by this annual report;3. Based on my knowledge, the financial statements, and other financial information included inthis annual report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the Company as of, and for, the periods presented in this annualreport;4. The Company’s other certifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the Company and have:a) Designed such disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that material information relatingto the company, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared; andb) Designed such internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accounting principles; andc) Evaluated the effectiveness of the company’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on such evaluation; andd) Disclosed in this report any change in the company’s internal control over financialreporting that occurred during the period covered by the annual report that has materiallyaffected, or is reasonably likely to materially affect, the company’s internal control overfinancial reporting.5. The Company’s other certifying officers and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Company’s auditors and the auditcommittee of the Company’s board of directors (or persons performing the equivalent functions):a) all significant deficiencies and material weaknesses in the design or operation of internalcontrols over financial reporting which are reasonably likely to adversely affect the Company’sability to record, process, summarize and report financial information; andb) any fraud, whether or not material, that involves management or other employees who have asignificant role in the Company’s internal control over financial reporting.Date: May 26, 2006            /s/ “Kenneth H. Kirkpatrick”         Kenneth H. Kirkpatrick    President and Chief Executive Officer  
 

 
**Exhibit 12.1****CERTIFICATIONS**I, John T. Sentjens, Vice President Finance of Offshore Systems International Ltd., certifythat:1. I have reviewed this annual report on Form 20-F of Offshore Systems International Ltd.;2. Based on my knowledge, this annual report does not contain any untrue statement of a materialfact or omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the periodcovered by this annual report;3. Based on my knowledge, the financial statements, and other financial information included inthis annual report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the Company as of, and for, the periods presented in this annualreport;4. The Company’s other certifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the Company and have:a) Designed such disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that material information relatingto the company, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared; andb) Designed such internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accounting principles; andc) Evaluated the effectiveness of the company’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on such evaluation; andd) Disclosed in this report any change in the company’s internal control over financialreporting that occurred during the period covered by the annual report that has materiallyaffected, or is reasonably likely to materially affect, the company’s internal control overfinancial reporting.5. The Company’s other certifying officers and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Company’s auditors and the auditcommittee of the Company’s board of directors (or persons performing the equivalent functions):a) all significant deficiencies and material weaknesses in the design or operation of internalcontrols over financial reporting which are reasonably likely to adversely affect the Company’sability to record, process, summarize and report financial information; andb) any fraud, whether or not material, that involves management or other employees who have asignificant role in the Company’s internal control over financial reporting.Date: May 26, 2006            /s/ “John T. Sentjens”         John T. Sentjens    Vice President Finance