EX-99.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER



                                                                    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

In connection with the Quarterly Report of Pharmaceutical  Resources,  Inc. (the
"Company")  on Form 10-Q for the period  ended  June 30,  2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Dennis
J. O'Connor,  Chief Financial  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to my knowledge:

       (1)  The Report fully complies with the  requirements of section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

       (2)  The  information  contained in the Report  fairly  presents,  in all
            material respects,  the financial condition and result of operations
            of the Company.


/S/ Dennis J. O'Connor
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Dennis J. O'Connor
Chief Financial Officer
August 14, 2002