Exhibit 31


                                 Certification
           Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Alan Barry Litwin, certify that:

         1.       I have reviewed this annual report on Form 40-F of
                  Hummingbird Ltd.;

         2.       Based on my knowledge, this annual 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) 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.       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

                  c.       Disclosed in this report any change in the
                           Registrant's internal control over financial
                           reporting that occurred during the period covered
                           by the 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 officers 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 function):

                  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 issuer'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 issuer's internal control
                           over financial reporting.


         Date:  February 16, 2005                /s/ Alan Barry Litwin
                                                 ----------------------------
                                                 By:    Alan Barry Litwin
                                                 Title: President and Chief
                                                        Executive Officer


<PAGE>


I, Inder P.S. Duggal, certify that:

         1.       I have reviewed this annual report on Form 40-F of
                  Hummingbird Ltd.;

         2.       Based on my knowledge, this annual 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) 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.       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

                  c.       Disclosed in this report any change in the
                           Registrant's internal control over financial
                           reporting that occurred during the period covered
                           by the 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 officers 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 function):

                  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 issuer'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 issuer's internal control
                           over financial reporting.


         Date:  February 16, 2005               /s/ Inder P.S. Duggal
                                                ---------------------------
                                                By:    Inder P.S. Duggal
                                                Title: Chief Financial Officer,
                                                       Chief Controller,
                                                       Secretary and Treasurer