**EXHIBIT 31.2**

 

**Certification of Chief Financial Officer        pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934,        as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

 

I, Stephen Anderson, certify that:

         

1.             I        have reviewed this quarterly report on Form 10-Q of OncoGenex        Pharmaceuticals, Inc.;

 

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 registrant as of, and for, the periods presented in this        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 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 report our conclusions about the effectiveness of the disclosure controls        and procedures, as of the end 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 over financial        reporting that occurred during the registrant’s most recent fiscal quarter (the        registrant’s fourth fiscal quarter in the case of an annual report) that has        materially affected, or is reasonably likely to materially affect, the registrant’s        internal control over financial reporting; and

         

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 the registrant’s board of directors (or persons performing        the equivalent functions):

 

(a)           all        significant deficiencies and material weaknesses 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.

         

| Date:   November 10, 2008 |                                  |
|-------------------------------------|---------------------------------------|
|                                |                                  |
|                                | /s/ Stephen Anderson                  |
|                                | Stephen Anderson                      |
|                                | Chief Financial Officer and Secretary |

 

 

 

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