**EXHIBIT 31.1**

 

**CERTIFICATIONOF CHIEF EXECUTIVE OFFICER**

 

 

I, Gregory P. Young, certifythat:

 

1.                                       Ihave reviewed this quarterly report on Form 10-Q of NeoPharm, Inc.;

 

2.                                       Basedon my knowledge, this quarterly report does not contain any untrue statement ofa 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.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this quarterly report;

 

4.                                       Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant 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 thisquarterly report is being prepared;

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

c.               Disclosed in this quarterly report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

5.                                       Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s Board ofDirectors (or persons performing the equivalent function):

a.               All significant deficiencies andmaterial 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 not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls over financial reporting.

 

 
| Dated:  August 11, 2004 | /s/  Gregory P. Young             |   |
|------------------------------|----------------------------------------|--------|
|                         | Gregory P.  Young,                     |
|                         | Chief  Executive Officer and President |

 

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