EXHIBIT 31.2
                                 CERTIFICATIONS

I, Paul L. Dailey, certify that:

          1.   I  have  reviewed  this  annual  report  on  Form  10-KSB/A-1  of
               Transnational Industries, 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 small business issuer as of, and
               for, the periods presented in this report;

          4.   The small business  issuer's other certifying  officers 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)) 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)  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 (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  officers 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: May 21, 2004

/S/    Paul L. Dailey
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Paul L. Dailey
Executive Vice President and Chief  Financial
Officer
(principal financial officer)