EXHIBIT 31.2

CERTIFICATION

I, Neil Martucci, Chief Financial Officer, of TETRAGENEX PHARMACEUTICALS, INC., certify that:

|1. | I have reviewed this annual report
    on Form 10-KSB/A (Amendment No. 2) of TETRAGENEX PHARMACEUTICALS, INC.;                                                                                                                                                                                                                 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Based on my knowledge, this annual 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 Company as of, and for, the periods presented in this annual report;                             
|  
|4. | The Company’s other certifying officers 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 the Company and have:
|  
|   | a)                                                                                                                                                                                                                                                                                                                             
|  
|   | b)                                                                                                                                                                                                                                                                                                                             
|  
|   | c)                                                                                                                                                                                                                                                                                                                             
|  
|   | d)                                                                                                                                                                                                                                                                                                                             
|  
|5. | The Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and the audit committee of Company’s board of directors (or
persons performing the equivalent functions):                                                                                         
|  
|   | a)                                                                                                                                                                                                                                                                                                                             
|  
|   | b)                                                                                                                                                                                                                                                                                                                             

Date: September 8, 2008/s/ Neil MartucciNeil MartucciChief Financial Officer

---