**CERTIFICATIONS**

| 1.  | I                    have reviewed this Quarterly Report on Form 10-QSB of Manhattan                    Pharmaceuticals, Inc. (the “Registrant”);                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| 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.  | The                    Registrant'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 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;                        |
|     | b)                    Evaluated the effectiveness of the 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                                                                                                                                                         |
|     | c)                    Disclosed in this report any change in the Registrant's internal                    control                    over financial reporting that occurred during the Registrant's                    most recent                    fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an                    annual report) that has materially affected, or is reasonably                    likely to                    materially affect, the Registrant’s internal control over financial                    reporting; and   |
| 5.  | The                    Registrant's other certifying officer(s) and I have disclosed,                    based on                    our most recent evaluation of internal control over financial                    reporting,                    to the Registrant’s auditors and the audit committee of the 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 which                    are                    reasonably likely to adversely affect the Registrant’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 Registrant’s internal control                    over financial reporting.                                                                                                                                                                                                                                                                                                                          |

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|---------------------------------------------|-----------------------------------------------------------------------------------|-----------------------------------------------|
| Date: November                14, 2005 |                                                                              | /s/ Nicholas                J. Rossettos |
|                                        | Nicholas                J. Rossettos                                              |
|                                        | Chief                Financial Officer and Chief Operating                Officer |

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