CERTIFICATIONS


I,  Leonard  L.  Noah, Chief Financial  Officer  of  Central
Natural Resources, Inc.,  certify that:

I  have  reviewed  this quarterly report  on  Form  10-Q  of
Central Natural Resources, Inc.

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;

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;

The   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))  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  (the  registrant's
fourth  quarter  in  the  case  of an  annual  report)  that  has
materially  affected,  or  is  reasonably  likely  to  materially
affect,   the   registrant's  internal  control  over   financial
reporting; and

The  registrant's other certifying officer 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  the  registrant's board of directors  (or  persons
fulfilling 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
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:   May 11, 2004

/s/ Leonard L. Noah
____________________________________
Leonard L. Noah
Chief Financial Officer