**Exhibit 31.2**

**CERTIFICATION**

I,Eric G. Walters, hereby certify that:

1.      I have reviewed this Annual Report on Form 10-Kof CardioTech International, Inc. (the “Company”);

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 financial statements,and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the Company as of, and for, the periods presented in this report;

4.      The Company’s other certifying officersand 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 andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theCompany, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

b.      Designed such internal control overfinancial reporting, or caused such internal control over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples;

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 theCompany’s internal control over financial reporting  that occurred during the Company’s fourthfiscal quarter that has materially affected, or is reasonably likely tomaterially affect, the Company’s internal control over financial reporting; and

5.      The Company’s other certifying officersand 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 materialweaknesses in the design or operation of internal controls over financialreporting which are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financialinformation; and

b.      Any fraud,whether or not material, that involves management or other employees who have asignificant role in the small business issuer’s internal control over financialreporting.
| Date: June 26, 2006                   |   |   |
|--------------------------------------------|--------|--------|
|                                       |   |   |
| /s/ ERIC G. WALTERS                        |   |   |
| Eric G. Walters                            |   |   |
| Vice President and Chief Financial Officer |   |   |

 

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