**Exhibit 12.2**

 

SECTION 302CERTIFICATION

 

I, Lawrence Davis, certify that:

 

1.                         I have reviewed the annual report on Form 20-Fof Hydrogenics Corporation, as amended by this Amendment No. 1 (the “report”);

 

2.                         Based on my knowledge, this report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.                         Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the company as of, and for, the periods presented in thisreport;

 

4.                         The company’s other certifying officerand I are responsible for establishing and maintaining disclosure controls andprocedures (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) and15d-15(f)) for the company and have:

 

(a)                    Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the company,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

(b)                   Designed such internal control over financial reporting,or caused such internal control over financial reporting to be designed underour supervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

 

(c)                    Evaluated the effectiveness of the company’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

(d)                   Disclosed in this report any change in the company’sinternal control over financial reporting that occurred during the periodcovered by the annual report that has materially affected, or is reasonablylikely to materially affect, the company’s internal control over financialreporting; and

 

5.                         The company’s other certifying officerand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the company’s auditors and the audit committee ofthe company’s board of directors (or persons performing the equivalentfunctions):

 

(a)                    All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the company’s ability to record,process, summarize and report financial information; and

 

(b)                   Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the company’sinternal control over financial reporting.

 

Date: August 12, 2009

 
|   | /s/ Lawrence Davis      |
|--------|-------------------------|
|   | Lawrence Davis          |
|   |                    |
|   | Chief Financial Officer |

 

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