EXHIBIT
        31.2
 **CERTIFICATIONS**
  I,
        Michael G. McGuinness, certify that:
  1.  I
        have
        reviewed this Amendment to the Quarterly Report on Form 10-QSB of Manhattan
        Pharmaceuticals, Inc. (the “Small Business Issuer”);
  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(s) and I are responsible for
        establishing and maintaining disclosure controls and procedures (as defined
        in
        Exchange Act Rules 13a-15(e) 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)
        Evaluated the effectiveness of the Small Business Issuer'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
  (c)
        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 (the Small Business Issuer’s fourth fiscal
        quarter in the case of an annual report) 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(s) 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 the Small Business
        Issuer’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 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: August
                      14, 2006
                    
                    /s/ Michael
                      G. McGuinnessMichael
                          G. McGuinness
                        Chief
                          Financial Officer