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EXHIBIT 31.2 

I, Marcel Urbanc, certify that: 

1.    I have reviewed this Form 10QSB/A of AlphaRx, Inc.; 

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 statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report; 

3.    Based on my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this report; 

4.    The small business issuer’s other certifying officer(s) and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer andhave: 

a)   designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the small business issuer, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared; 

b)   evaluated the effectiveness of the small business issuer’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and 

c)   disclosed in this report any change in the small business issuer’s internalcontrol over financial reporting that occurred during the small businessissuer’s most recent fiscal quarter(the small business issuer’s fourth fiscalquarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the small business issuer’s internalcontrol over financial reporting; and 

5.    The small business issuer’s other certifying officer(s) and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the small business issuer’s auditors and the audit committee ofthe small business issuer’s board of directors (or persons performing theequivalent functions): 

a)   all significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely toadversely affect the small business issuer’s ability to record, process,summarize and report financial information; and 

b)   any fraud, whether or not material, that involves management or other employeeswho have a significant role in the small business issuer's internal control overfinancial reporting. 

| Date: March 14, 2007 | /s/ Marcel Urbanc           |
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|                 |                                                                          |
|                 | Marcel Urbanc, Chief Financial Officer and    Principal Accounting Officer    |

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