**Exhibit31.2**

 

**Certificationof Executive Vice President and Chief Financial OfficerPursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

 

I, Charles P. Slacik, Executive Vice President – Chief FinancialOfficer, certify that:

 

1. I have reviewed this quarterlyreport on Form 10-Q of Watson Pharmaceuticals, Inc.;

 

2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a) designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision,  to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisreport is being prepared;

 

b) evaluated the effectiveness of the registrant’s disclosure controlsand procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

c) disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

 

5. The registrant’s other certifying officer 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 the registrant’s boardof directors (or persons performing the equivalent function):

 

a) all significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonablylikely 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 orother employees who have a significant role in the registrant’s internalcontrol over financial reporting.

 
| Date:  November 5, 2003 |   |                                                     |
|------------------------------|--------|----------------------------------------------------------|
|                         |   |                                                     |
|                         | By:    | **/s/ Charles P. Slacik**                                |
|                         |   | Charles P. Slacik                                        |
|                         |   | Executive Vice President – Chief Financial  Officer |
|                         |   | (Principal Financial Officer)                            |

 

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