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**Exhibit 31.2**

**CERTIFICATION**

I, John A. Luce, Chief Financial Officerof Polydex Pharmaceuticals Limited (the “Company”) certify that:

1.

I have reviewed this quarterly report onForm 10–Q of the Company for the fiscal quarter ended April 30, 2008;

2.

Based on my knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit to statea material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respectto 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 officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e) andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f)) and internal control over financial reporting (as defined in ExchangeAct Rules 13a-15(f)) and 15(d)-15(f) for the Company and 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 theCompany, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report wasbeing prepared;

(b)

designed such internal conrol overfinancial reporting, or caused such internal control over financial reporting tobe designed under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprincipals.

(c)

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

(d)

disclosed in this report any change in theCompany’s internal control over financial reporting that occurred during theCompany’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect the Company’s internal control overfinancial reporting; and

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5.

The Company’s other certifying officer andI have disclosed, based on our most recent evaluation, to the Company’s auditorsand 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.

Dated:  June 13, 2008

/s/  John A. Luce                                               John A. Luce,Chief Financial OfficerPolydex Pharmaceuticals Limited