Exhibit 31.2 

I, Stephen P. Kuchen, certify that:

1.      I    have reviewed this quarterly report on Form 10-QSB of PacificHealth Laboratories,    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 small business issuer as of,    and for, the periods presented in this report;

4.       The small business issuer’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)) and internal control over financial reporting (as defined    in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer    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    small business issuer, 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)      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 the small business issuer’s disclosure        controls and procedures and presented in the 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 small business issuer’s internal control        over financial reporting that occurred during the small business issuer’s        most recent fiscal quarter that has materially affected, or is reasonably        likely to materially affect, the small business issuer’s internal control        over financial reporting; and

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

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 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 employees who have a significant role in the small business issuer’s    internal control over financial reporting.

| Date: November 15, 2005                    |
|--------------------------------------------|
|                                       |
| /S/ STEPHEN P. KUCHEN                      |
| Stephen P. Kuchen, Chief Financial Officer |

 19

----