<PAGE>

                                                                    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-15(e) and 15d-15(e)) 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: November 13, 2003

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