EXHIBIT 31.2

Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and
15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended

                                  CERTIFICATION

         I, Matthew M. Loar, certify that:

                  1. I have reviewed this quarterly report on Form 10-Q of
Genelabs Technologies, Inc.;

                  2. Based on my knowledge, this 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
report;

                  3. Based on my knowledge, the financial statements, and other
financial information included in this 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 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 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 report is being prepared;

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

                           c) Disclosed in this report any change in the
         registrant's internal control over financial reporting that occurred
         during the registrant's most recent fiscal quarter that has materially
         affected, or is reasonably likely to materially 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 board of directors (or persons performing the equivalent
functions):

                           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: May 7, 2004                   /s/ MATTHEW M. LOAR
                                             ------------------------------
                                             Matthew M. Loar
                                             Chief Financial Officer