**Exhibit 31.2**

**CERTIFICATION OF CHIEF FINANCIAL OFFICER**

I, A. Brian Davis, certify that:

          1.          I have reviewed this quarterly report on Form 10-Q of Neose Technologies, 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.          Theregistrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inSecurities Exchange Act of 1934 (“***Exchange Act***”) Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:

                        a)          Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant is made known to us by others within theregistrant, particularly during the period in which this report is beingprepared; and

                        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; and

                        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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; 

          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: 

                        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.

|   | August 4, 2005 |   | /s/ A. BRIAN   DAVIS                                |
|--------|----------------|--------|-----------------------------------------------------|
|   |                |   |                                                     |
|   | Date           |   | A. Brian Davis                                      |
|   |           |   | Senior Vice President   and Chief Financial Officer |