**Exhibit 31.2****Certification Pursuant to Rule 13a-14(a) of the Exchange Act**     I, Gerard A. Martino, certify that:1. I have reviewed this quarterly report on Form 10-Q of Par Pharmaceutical Companies, Inc.;2. Based on my knowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading with respect to theperiod covered by this quarterly report;3. Based on my knowledge, the financial statements, and other financial information included inthis quarterly 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 presentedin this quarterly report;4. The registrant’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f))for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controlsand procedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this quarterly reportis being prepared;  b) designed such internal control over financial reporting, or caused such internalcontrol over financial reporting to be designed under our supervision to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples;  c) evaluated the effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report, based on suchevaluation; and  d) disclosed in this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect the registrant’s internalcontrol over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors: a) all significant deficiencies and material weaknesses in the design or operation ofinternal controls over financial reporting which are reasonably likely to adversely affectthe 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 whohave a significant role in the registrant’s internal control over financial reporting.   Date: May 12, 2006 /s/ Gerard A. Martino     Gerard A. Martino  Chief Financial Officer