EXHIBIT 31.2

            CERTIFICATION BY THE CHIEF FINANCIAL OFFICER PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Barbara Duncan, certify that:

1. I have reviewed this report on Form 10-K of DOV Pharmaceutical, 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. 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
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 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 registrant's internal control
over financial reporting that occurred during registrant's most recent fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, registrant's internal control over financial reporting; and

5. Registrant's other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to registrant's
auditors and the audit committee of 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 that are reasonably
likely to adversely affect 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 registrant's internal control
over financial reporting.

Date: March 15, 2004


/s/ Barbara Duncan
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