EXHIBIT 31.2

CERTIFICATIONS OF PRINCIPAL
FINANCIAL OFFICER 
Pursuant to 
Section 302 of the Sarbanes-Oxley Act of 2002

I,
Thomas P. Russo, Executive Vice President, Treasurer and Chief Financial
Officer of MetaMorphix, Inc., certify that:

1. I have reviewed this annual report on Form 10-KSB/A (Amendment No. 2) of
MetaMorphix, Inc. (the Registrant) for the year ended December 31, 2006 (the
Report);

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)) 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 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.

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.                                                                                                 



| |     |                                                                   
| | --- | ------------------------------------------------------------------
| | By: | /S/ THOMAS P. RUSSO                                               
| |     |                                                                   
| |     | Thomas P. Russo                                                   
| |     | Executive Vice President, Treasurer and Chief Financial Officer of
| |     | MetaMorphix, Inc.                                                 

Date: February 29, 2008

---