Exhibit 31.2

Certification
  by the Chief Financial Officer Pursuant toSection 302 of the Sarbanes-Oxley
  Act of 2002

1. I have reviewed this report on Form 10-Q of DOV Pharmaceutical, 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. Registrants other certifying officer 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 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;
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|
| | b) | Designed such internal
      control over financial reporting, or caused such internal control over financial
      reporting to be designed under our supervision, to provide reasonable assurance
      regarding the reliability of financial reporting and the preparation of
      financial statements for external purposes in accordance with generally
      accepted accounting principles;       
|
| | c) | Evaluated the effectiveness
      of 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 registrants internal control over financial reporting
      that occurred during registrants most recent fiscal quarter that has
      materially affected, or is reasonably likely to materially affect, registrants
      internal control over financial reporting; and                                                                                  

5. Registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to registrants auditors and the audit committee of
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 that are reasonably likely to adversely affect registrants
      ability to record, process, summarize and report financial information;
      and
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|
| | b) | Any fraud, whether
      or not material, that involves management or other employees who have a
      significant role in registrants internal control over financial reporting.                                                                                                          
|

Date: August 9, 2004

|                         | 
|------------------------ | 
|/s/
      Barbara Duncan | 
|                         | 

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