**Exhibit 31.2**
 
 **Certification
by the Chief Financial Officer Pursuant to**
 **Section 302
of the Sarbanes-Oxley Act of 2002**
 
 I,
Barbara Duncan, certify that:
 
 1. I have
reviewed this annual report on Form 10-K of DOV Pharmaceutical, 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 registrant as of, and for,
the periods presented in this report;
 
 4.
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 control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
registrant 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 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)
    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 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 registrant’s internal control over financial
      reporting that occurred during registrant’s most recent fiscal quarter
      that has materially affected, or is reasonably likely to materially
      affect, registrant’s internal control over financial reporting;
      and
 
 5.
Registrant’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to registrant’s
auditors and the audit committee of 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 that are reasonably
      likely to adversely affect 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 registrant’s internal control
      over financial reporting.
 
 
 Date: March 15, 2005
 
 /s/ Barbara Duncan
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 Barbara Duncan
 Chief Financial Officer