**EXHIBIT 31.2**

** **

**CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Richard Juelis, certify that:

1.                                       I have reviewed this quarterly report onForm 10-QSB of WorldHeart Corporation;

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 period coveredby 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)) for theCompany 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)             [Paragraph omitted in accordance with SEC transitioninstructions contained in SEC Release 34-47986];

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 Company’smost recent fiscal quarter  that hasmaterially affected, or is reasonably likely to materially affect, the Company’sinternal control over financial reporting, 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:

a)                                      all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Company’s abilityto record, process, summarize and report financial information; and

b)                                     any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theCompany’s internal control over financial reporting.
| Dated:  August 9, 2005 | /s/  Richard Juelis                      |
|------------------------|------------------------------------------|
|                   | Richard  Juelis, Vice President, Finance |
|                   | and  Chief Financial Officer             |

 

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