**Exhibit 31.2**

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##### **CERTIFICATIONS**

I, Susan D. Berland,Chief Financial Officer of NeoRx Corporation, certify that:

1.             I have reviewed this annual report on Form 10-K of NeoRxCorporation;

2.             Based on my knowledge, this report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisreport;

3.             Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report;

4.             The registrant’s other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internalcontrol over financial reporting (as defined in Exchange Act Rules 12a-15(f)and 15d-15(f)) for the registrant and have:

a)             designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision,  to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

b)            designed such internal control over financial reporting,or caused such control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

c)             evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

d)            disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

5.             The registrant’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

a)             all significant deficiencies and material weaknesses inthe design or operation of internal control over financial reporting which arereasonably 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 theregistrant’s internal control over financial reporting.

Date:       March 28, 2005

 

| /s/ SUSAN D. BERLAND     |
|--------------------------|
| Susan D. Berland         |
| Chief  Financial Officer |

 

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