EXHIBIT 31.2

                       CERTIFICATIONS


I, Mark P. Colonnese, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q
of AtheroGenics, Inc.;

     2.    Based  on  my  knowledge, this report  does  not
contain  any untrue statement of a material 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 misleading with respect to the period covered
by this report;

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

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

          (a)    Designed  such  disclosure   controls   and
   procedures,  or  caused  such  disclosure  controls   and
   procedures  to  be  designed under  our  supervision,  to
   ensure   that  material  information  relating   to   the
   registrant,  including its consolidated subsidiaries,  is
   made  known  to  us  by  others  within  those  entities,
   particularly  during the period in which this  report  is
   being prepared;

        (b)  [Reserved]

        (c)  Evaluated the effectiveness of the registrant's
   disclosure controls and procedures and presented in  this
   report  our  conclusions about the effectiveness  of  the
   disclosure controls and procedures, as of the end of  the
   period  covered by this report based on such  evaluation;
   and

         (d)   Disclosed in this report any  change  in  the
   registrant's  internal control over  financial  reporting
   that  occurred during the registrant's most recent fiscal
   quarter  (the registrant's fourth fiscal quarter  in  the
   case  of  an annual report) that has materially affected,
   or   is  reasonably  likely  to  materially  affect,  the
   registrant's  internal control over financial  reporting;
   and

     5.   The registrant's other certifying officer(s) and I
have  disclosed,  based  on our most  recent  evaluation  of
internal   control   over  financial   reporting,   to   the
registrant's  auditors  and  the  audit  committee  of   the
registrant's  board of directors (or persons performing  the
equivalent functions):

         (a)   All  significant  deficiencies  and  material
   weaknesses  in  the  design  or  operation  of   internal
   control  over  financial reporting which  are  reasonably
   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 the registrant's  internal  control
   over financial reporting.



Date: May 10, 2004                /s/MARK P. COLONNESE
				  ------------------------
                                  Mark P. Colonnese
                                  Senior Vice President of
                                  Finance and Administration
                                  and Chief Financial Officer