Exhibit
        31.2
 
 CERTIFICATION
 
 I,
        Yugang
        Zhang, certify that:
 
 1.
         I have reviewed this quarterly report on Form 10-Q 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:
        November 14, 2008
 
 /s/
                  Yugang ZhangYugang
                  ZhangChief
                  Financial Officer