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                                                                    Exhibit 31.2

Certification  of Chief Financial  Officer  pursuant to Securities  Exchange Act
Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes
Oxley Act of 2002.

I, Benton H Wilcoxon, certify that:

1.    I have reviewed this annual report on Form 10-KSB of Composite  Technology
      Corporation;

2.    Based on my  knowledge,  this  annual  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 annual report;

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

4.    The small business issuer's other certifying officer and I are responsible
      for  establishing and maintaining  disclosure  controls and procedures (as
      defined in Exchange Act Rules 13a-15 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 cause such
            disclosure   controls  and   procedures  to  be  designed  under  my
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to me by  others  within  those  entities,  particularly
            during the period in which this annual 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
            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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business   issuer's  most  recent  fiscal  quarter  that  has
            materially affected,  or its 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 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 small business  issuer's board of directors (or persons  performing the
      equivalent functions):

      a)    all significant  deficiencies and material weakness 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 controls over financial reporting.


Date: January 29, 2004

/s/ Benton H Wilcoxon
Benton H Wilcoxon
Acting Chief Financial Officer