EXHIBIT
      31.2





**CERTIFICATIONS**




I,
      Nicholas J. Rossettos, certify that:




1.
            I
                have reviewed this 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:
      May
      15, 2006


/s/
      Nicholas J. Rossettos


Nicholas
      J. Rossettos


Chief
      Financial Officer and Chief Operating Officer