**Exhibit 31.2**

**CERTIFICATION PURSUANT TO SECTION 302**

I, SabrinaMartucci Johnson, certify that:

**1.    **I have reviewed this Form 10-K ofCypress Bioscience, Inc.;

**2.    **Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered 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 registrant as of, and for, the periods presented in thisreport;

**4.    **The registrant’s other certifying officers andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant 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 theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

**(b)  **designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

**(c)   **evaluatedthe effectiveness of the registrant’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

**(d)  **disclosed in this report any change in theregistrant’s internal controls over financial reporting that occurred duringthe registrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal controls overfinancial reporting; and

**5.    **The registrant’s other certifying officers andI have disclosed, based on our most recent evaluation of internal controls overfinancial reporting, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

**(a)  **all significant deficiencies and materialweaknesses in the design or operation of internal controls over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

**(b)  **any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal controls over financial reporting.
| Date: March 16, 2005 |                         |
|---------------------------|------------------------------|
| By:                       | /s/ SABRINA MARTUCCI JOHNSON |   |   |
|                      | Sabrina Martucci  Johnson    |   |
| * *                  | *Chief Financial Officer*    |   |
|                           |                              |  |  |  |

 

 

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