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                                                                    EXHIBIT 31.2

                             CERTIFICATION PURSUANT
                             TO RULE 13a-14(a) UNDER
                       THE SECURITIES EXCHANGE ACT OF 1934

I, Richard A. Sandberg, certify that:

       1.   I have reviewed this quarterly report on Form 10-Q of Matritech,
            Inc. (the "registrant"):

       2.   Based on my knowledge, this quarterly 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 quarterly report;

       3.   Based on my knowledge, the financial statements, and other financial
            information included in this quarterly 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 quarterly report;

       4.   The registrant's other certifying officers and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-14 and 15d-14) 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 quarterly report is being prepared;

                  b.    [Paragraph omitted in accordance with SEC transition
                        instructions contained in SEC Release 34-47986.]

                  c.    Evaluated the effectiveness of the registrant's
                        disclosure controls and procedures and presented in this
                        quarterly report our conclusions about the effectiveness
                        of the disclosure controls and procedures, as of the end
                        of the period covered by this quarterly report based on
                        such evaluation; and

                  d.    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 that
                        has materially affected, or is reasonably likely to
                        materially affect, the registrant's internal control
                        over financial reporting; and

       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 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 controls 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 controls over
                        financial reporting.

Date: August 7, 2003

/s/ Richard A. Sandberg
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Richard A. Sandberg
Chief Financial Officer