**Exhibit
      31.2**





**CERTIFICATION**





I,
      Peter Giallorenzo, 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:
      February 15, 2008





/s/
      Peter
      Giallorenzo


______________________________


Peter
      Giallorenzo


Chief
      Financial Officer