EXHIBIT 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Brian J. Hayden, Chief Financial Officer of Cell Pathways, Inc. (the
"Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350, that:

         the quarterly report on Form 10-Q of the Company for the three months
         and six months ended June 30, 2002 (the "Report") fully complies with
         the requirements of Section 13(a) or 15(d) of the Securities Exchange
         Act of 1934 (15 U.S.C. 78m or 78o(d)); and

         the information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.

Dated: August 13, 2002

                                                       By: /s/ Brian J. Hayden
                                                       -----------------------
                                                       Brian J. Hayden
                                                       Chief Financial Officer