Exhibit 31.2
**CERTIFICATION**
I, Matthew E. Czajkowski, certify that:
 1.  I have reviewed this annual report on Form 10-K for the year ending on December31, 2004 of aaiPharma Inc. (the “registrant”);  2.  Based on my knowledge, this report does not contain any untrue statement of amaterial 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 misleadingwith respect to the period covered by this report;  3.  Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;  4.  The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-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 and have:
 a.  Designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this reportis being prepared;  b.  Designed such internal control over financial reporting,or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;  c.  Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls andprocedures, 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’sinternal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to
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    materially affect, the registrant’s internal control over financialreporting; and
 5.  The registrant’s other certifying officer and I have disclosed, based on ourmost recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s Board of Directors (orpersons performing the equivalent functions):
 a.  All significant deficiencies and material weaknesses inthe design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability torecord, process, summarize and report financial information; and  b.  Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in theregistrant’s internal control over financial reporting.        Date: April 27, 2005 /s/ Matthew E. Czajkowski   Matthew E. Czajkowski   Chief Financial Officer  
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