**Exhibit 31.2**

 

**CERTIFICATION**

 

I, Sharon L. Wardlaw, Chief Financial Officer ofPolydex Pharmaceuticals Limited (the “Company”) do hereby certify that:

 

1.                                       I have reviewed this quarterly report onForm 10–Q of the Company for the fiscal quarter ended April 30, 2004;

 

2.                                       Based on my knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary in order to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by 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 period 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–14 and 15d–14) for the Companyand we 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 the Company,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report was beingprepared;

 

(b)                                 evaluated the effectiveness of theCompany’s disclosure controls and procedures and presented in this report ourconclusions 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 inthe Company’s internal control over financial reporting that occurred duringthe Company’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect the Company’s internal control overfinancial reporting; and

 

5.                                       The Company’s other certifying officerand I have disclosed, based on our most recent evaluation, to the Company’sauditors and the audit committee of the 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.

 

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| Dated:  June 14, 2004 |                            |
|---------------------------------|---------------------------------|
|                            |                            |
|                            |                            |
|                            | /s/  Sharon L. Wardlaw     |   |
|                            |                            |
|                            | Chief Financial Officer         |
|                            |                            |
|                            | Polydex Pharmaceuticals Limited |

 

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