**EXHIBIT 31(ii)**
**CERTIFICATION**
I, Mark Schaftlein, Chief Financial Officer, certifythat:
1. I have reviewed this annual report on Form 10-K of Far East EnergyCorporation;
2. Based on my knowledge, this annual report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this annualreport;
3. Based on my knowledge, the financial statements, and other financialinformation included in this annual report, fairly present in all materialrespects the financial condition, results of operations and cash flows of thesmall business issuer as of, and for, the periods presented in this annualreport;
4. The small business issuer’s other certifying officer(s) and I am responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial 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 disclosurecontrols andprocedures to be designed under my supervision, to ensure thatmaterial information relating to the small business issuer, including itsconsolidated subsidiaries, is made known to myself by others within thoseentities, particularly during the period in which this annual report isbeing prepared;
(b) designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed under mysupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accountingprinciples;
(c) evaluated the effectiveness of the small business issuer’s disclosurecontrols and procedures and presented in this report my conclusions aboutthe effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the small business issuer’sinternal controls over financial reporting that occurred during the smallbusiness issuer’s most recent fiscal year that has materially affected,or is reasonably likely to materially effect, the small business issuer’sinternal controls over financial reporting; and
5. The small business issuer’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the small business issuer’s auditors and the auditcommittee of the small business issuer’s board of directors;
(a) all significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which arereasonable likely to adversely affect the small business issuer’s abilityto record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or otheremployees who have a significant role in the small business issuer’sinternal control over financial reporting.
Date: April 14, 2004
/s/ MARK SCHAFTLEINMark Schaftlein