Exhibit 31.2

CERTIFICATION OF CFO PURSUANT TO RULE 13A-14(A)/15D-14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen B. Thompson, the Chief Financial Officer of
Access Pharmaceuticals, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of
Access Pharmaceuticals, Inc.;

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 period 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 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)) for the registrant and we 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 pursuant to SEC Final Rule Release 33-8238]

c. Evaluated the effectiveness of the registrant's
   disclosure controls and procedures and presented in this
   quarterly report our conclusions about the effectiveness of
   the disclosure controls and procedures, as of the end of the
   period covered by this quarterly report based on such
   evaluation; and

d. Disclosed in this quarterly report any change in the
   registrant's internal control over financial reporting that
   occurred during the registrant's most recent fiscal quarter
   (the registrant's fourth fiscal quarter in the case of an
   annual report) that has materially affected, or is
   reasonably likely to materially affect, the registrant's
   internal control over financial reporting.

5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the
equivalent function):

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 5, 2004

/s/ Stephen B. Thompson
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Stephen B. Thompson
Chief Financial Officer