**Exhibit 31.2**

 

**CERTIFICATION**

 

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

 

1.                                       I havereviewed this quarterly report on Form 10–Q of the Company for the fiscalquarter ended October 31, 2004;

 

2.                                       Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary in order to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;

 

3.                                       Based on myknowledge, the financial statements, and other financial information includedin 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’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a–14 and15d–14) for the Company and we have:

 

(a)                                  designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report was being prepared;

 

(b)                                 evaluatedthe effectiveness of the Company’s disclosure controls and procedures andpresented 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

 

(c)                                  disclosed inthis report any change in the Company’s internal control over financialreporting that occurred during the Company’s most recent fiscal quarter thathas materially affected, or is reasonably likely to materially affect theCompany’s internal control over financial reporting; and

 

5.                                       The Company’sother certifying officer and I have disclosed, based on our most recentevaluation, to the Company’s auditors and the audit committee of the Company’sboard of directors:

 

(a)                                  allsignificant deficiencies and material weaknesses in the design or operation ofinternal 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 employees who have asignificant role in the Company’s internal control over financial reporting.

 

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| Dated: December 15, 2004  |                            |
|-------------------------------------|---------------------------------|
|                                |                            |
|                                |                            |
|                                | /s/   Sharon L. Wardlaw    |   |
|                                |                            |
|                                | Chief Financial Officer         |
|                                |                            |
|                                | Polydex Pharmaceuticals Limited |

 

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