Exhibit 31.2

# Certification of Chief
Financial OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002 And Rules
13a-14 and 15d-14 under the Securities and Exchange Commission

I,
Edward C. Hall, certify that:

1.    
          I have reviewed this Annual Report on Form 10-KSB of Alliance Pharmaceutical
          Corp;

2.    
          Based on my knowledge, this annual 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 annual report;

3.    
          Based on my knowledge, the financial statements, and other financial information
          included in this annual 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- 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 annual 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 proved
          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 evaluations; 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 officers 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:

(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 controls over
          financial reporting.

Date:  September 28, 2004

By:  /s/ EDWARD C. HALL
                                 Edward C. Hall                  Chief Financial Officer