Exhibit 31.2




Certification
of Principal Financial Officer


Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002




I, Martin
E. Shmagin, certify that:




1.     
I have reviewed this annual report on Form 10-K of Urigen Pharmaceuticals,
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 annual
report;
  3.     
Based on my knowledge, the financial statements, and other financial information
included in this annual 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 annual report;
  4.     
The registrant’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 controls over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f))
  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 annual 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 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
  d)    
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.
  5.     
The registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation to the registrant’s registered accounting firm 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 controls which could adversely affect the registrant’s ability
to record, process, summarize and report financial data and have identified
for the registrant's registered accounting firm any material weaknesses in
internal controls; 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.






October
      14, 2008
            By:
            /s/ Martin
      E. ShmaginMARTIN
      E. SHMAGINChief
      Financial Officer
              (Principal
      Financial and Accounting Officer)