**FORM
      OF CERTIFICATION**








**PURSUANT
      TO RULE 13a-14 AND 15d-14**


**UNDER
      THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**




**CERTIFICATION**


I,
      Montse
      Zaman, certify that:





1.  I
      have
      reviewed this Form 10-QSB of Crown Equity Holdings Inc.;





2.  Based
      on
      my knowledge, this report does not contain any untrue statement of 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 small business issuer as of, and
      for, the periods presented in this report;





4.  The
      small
      business issuer's other certifying officer and I am responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-15 (e) and 15d-15(e) and internal control over financial reporting
      (as
      defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business
      issuer 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 small business issuer, 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)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;





(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusion about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation;





(d)
      Disclosed in this report any change to the small business issuer's internal
      control over financial reporting that occurred during the small business
      issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer'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 small
      business issuer's auditors and the audit committee of the small business
      issuer'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 small business issuer'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 small business issuer’s internal control over
      financial reporting.




Date:
      May
      14, 2008





/s/
      Montse Zaman


Name:
      Montse Zaman


Title:
      CFO