Exhibit 31.2

 

**CERTIFICATIONS**

 

I,            William T. Schmitt, Jr. certify that:

 

1. I            have reviewed this quarterly report on Form 10-Q of QMed, 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 and I am 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 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)            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 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.

 

October            5, 2007

 

/s/ William T. Schmitt, Jr.

William            T. Schmitt, Jr.            Chief Financial Officer