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Exhibit 31.2 

CERTIFICATION

I, John A. Luce, Chief Financial Officer ofPolydex Pharmaceuticals Limited (the "Company") certify that: 

1. 

Ihave reviewed this quarterly report on Form 10–Q of the Company for the fiscalquarter ended October 31, 2008; 

2. 

Based on my knowledge, this quarterly report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

3. 

Based on my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Company as of, and for,the period presented in this report; 

4. 

The Company’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a–15(e) and 15d–15(e) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f)) and 15(d)-15(f)) for theCompany and have: 

(a) 

designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the Company, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report was being prepared; 

(b) 

designed such internal control over financial reporting, or caused such internalcontrol over fianancial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordancewith generally accepted accounting principals; 

(c) 

evaluated the effectiveness of the Company’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and 

(d) 

disclosed in this report any change in the Company’s internal control overfinancial reporting that occurred during the Company’s most recent fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect the Company’s internal control over financial reporting; and 

5. 

The Company’s other certifying officer and I have disclosed, based on our mostrecent evaluation, to the Company’s auditors and the audit committee of theCompany’s board of directors: 

(a) 

all significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely toadversely affect the Company’s ability to record, process, summarize and reportfinancial information; and 

(b) 

any fraud, whether or not material, that involves management or other employeeswho have a significant role in the Company’s internal control over financialreporting. 

Dated: December 12, 2008 

/s/ John A. Luce                                Chief Financial Officer Polydex Pharmaceuticals Limited 

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