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
         ended March 31, 2003 (the "Report") fully complies with the
         requirements of Section 13(a) or 15(d) of the Securities Exchange Act
         of 1934, as amended ; and

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

Dated:  May 14 2003

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


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