EXHIBIT 99.2

                                  Certification

I, Steven R. Bromley, Executive Vice President and Chief Financial Officer of
Stake Technology Ltd., certify that:

      (1)   I have reviewed this annual report on Form 10-K of Stake Technology
            Ltd. for the year ended December 31, 2002,

      (2)   Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary in order 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 report;

      (3)   Based on my knowledge, the financial statements, and other
            information included in this 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 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 we have:

            a.    Designed such disclosure controls and procedures 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 report is being prepared;

            b.    Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this report (the "Evaluation Date"); and

            c.    Presented in this report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

      (5)   The registrant's other certifying officers and I have disclosed,
            based on our most recent evaluation to the registrant's auditors and
            the audit committee of registrant's board of directors (or persons
            performing the equivalent function):

            a.    All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; 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; and

      (6)   The registrant's other certifying officers and I have indicated in
            this report whether or not there were significant changes in
            internal controls or in other factors that could significantly
            affect internal controls subsequent to the date of our most recent
            evaluation, including any corrective actions with regard to
            significant deficiencies and material weaknesses.


      /s/ Steven R. Bromley
      ---------------------

      Executive Vice President & Chief Financial Officer
      Stake Technology Ltd.
      March 7, 2003


                                      F-40