**EXHIBIT 31.2**

 

**CERTIFICATIONOF CHIEF FINANCIAL OFFICER**

 

 

I, Lawrence A. Kenyon, certify that:

 

1.                                       I have reviewed this quarterly report on Form10-Q of NeoPharm, Inc.;

 

2.                                       Based on my knowledge, this quarterly report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this quarterly report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this quarterly report;

 

4.                                       The registrant’s other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for theregistrant and have:

a.               Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this quarterly report is being prepared;

b.              Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this quarterlyreport based on such evaluation; and

c.               Disclosed in this quarterly 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 andI have disclosed, 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 equivalentfunction):

a.               All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

b.              Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls over financial reporting.

 

 
| Dated:  November 14, 2003 | /s/  Lawrence A. Kenyon           |   |
|-------------------------------------|----------------------------------------|--------|
|                                | Lawrence A. Kenyon,                    |
|                                | Chief Financial Officer  and Secretary |

 

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