EXHIBIT
          31.2
 
 FELLOWS
          ENERGY LTD.
 OFFICER’S
          CERTIFICATE PURSUANT TO SECTION 302
  I,
          George
          S. Young, certify that:
   1.
                  I
                      have reviewed this annual report on Form 10-KSB/A of Fellows
                      Energy Ltd.;
   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 small
                    business issuer as of, and for, the periods presented in this
                    report;
   4.
                The
                    small business issuer'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 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)  
          [Omitted pursuant to SEC Release No. 33-8238];
   (c) 
           Evaluated the effectiveness of the small business issuer'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 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
                    small business issuer's other certifying officer(s) 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:
            October 19, 2006
 
 /s/
          GEORGE S. YOUNG
 
 George
          S.
          Young
 Principal
          Financial Officer