CERTIFICATIONS
 
 I, John G. Cooper, certify
that:
 
 1. I have reviewed this Annual Report on
Form 10-K of Discovery Laboratories, Inc.;
 
 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 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 financial 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 officer(s) 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)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f))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 our consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;
 
 (b)  Designed such internal control over
financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles;
 
 (c) Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and
presented in this report our conclusions 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
the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of
an annual report) 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(s) 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
the 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 control 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 control over financial
reporting.
 
 Date:  March 10,
      2010
              /s/ John G.
      CooperJohn G.
    CooperExecutive Vice President, Chief
      Financial Officer