**Exhibit 31.2**

 

CERTIFICATION

 

I,Gary J.G. Atkinson, Chief Financial Officer of Lpath, Inc. (the “Registrant”),certify that:

 

1.             I have reviewed thisquarterly report on Form 10-Q of the Registrant;

 

2.                                       Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of circumstances under which such statements were made, not misleadingwith respect to the period covered by this report;

 

3.                                       Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Registrant as of, andfor, the periods presented in this report.

 

4.                                       TheRegistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant andhave:

 

a)                                      Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that material informationrelating to the Registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this report is being prepared;

 

b)                                     Designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

 

c)                                      Evaluated theeffectiveness of the Registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

d)                                     Disclosed inthis report any change in the Registrant’s internal control over financialreporting that occurred during the Registrant’s most recent fiscal quarter (theRegistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theRegistrant’s internal control over financial reporting; and

 

5.                                       TheRegistrant’s other certifying officers and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theRegistrant’s auditors and the audit committee of the Registrant’s board ofdirectors (or persons performing the equivalent functions):

 

(a)                                  All significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect theRegistrant’s ability to record, process, summarize and report financialinformation; and

 

(b)                                 Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the Registrant’s internal control over financial reporting.

 
| Date:  August 14, 2008 | By:   /s/ Gary J.G. Atkinson |
|-----------------------------|---------------------------------------------|
|                        | Gary J.G. Atkinson                          |
|                        | Chief Financial Officer                     |
|                        | (Principal Financial and Accounting         |
|                        | Officer)                                    |

 

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