**Exhibit
        31.2**
 
 **CERTIFICATION**
 
 I,
        George
        Aronson, certify that:
 
 1.
        I have
        reviewed this quarterly report on Form 10-Q of Interpharm Holdings, Inc. (“registrant”);
 
 2.
        Based
        on my knowledge, this quarterly 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 periods covered by this quarterly
        report;
 
 3.
        Based
        on my knowledge, the financial statements, and other financial information
        included in this quarterly 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 quarterly report;
 
 4.
        The
        registrant'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)) for the 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 the registrant, including its consolidated
        subsidiaries, is made known to us by others within those entities, particularly
        during the period in which this quarterly report is being prepared;
 
 b)
        [omitted in accordance with SEC Release Nos. 33-8238 and 34-47986];
 
 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 registrants internal control over
        financial reporting that occurred during the registrants most recent fiscal
        quarter that has materially affected, or is reasonably likely to materially
        affect, the small business issuers’ internal control over financial reporting;
        and
 
 5.
        The
        registrant's other certifying officers 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 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.
  Date:
                May 15,
                2006/s/
                George
                AronsonGeorge
                AronsonChief Financial Officer