Exhibit
      31.2





CERTIFICATION





I,
      Chen
      Fang, certify that:





1.  I
      have
      reviewed this report on Form 10-KSB of Sino Gas International Holdings,
      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(s) 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)) and internal control over financial reporting
      (as
      defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)  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 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





d)  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(s) 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 registrant's board of directors
      (or persons performing the equivalent function):





a)  all
      significant deficiencies and material weaknesses in the design or operation
      of internal controls 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:
      March 30, 2007





/s/
      Chen Fang


Chief
      Financial Officer