---

CERTIFICATION UNDER SECTION 302 OF SARBANES-OXLEY

I, Barry MacNeil, certify that:

|1. | I have reviewed this annual report of Form 20-F on
      Trans-Orient Petroleum Ltd.;                                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 Registrant as of, and for, the periods presented in
      this annual report;                   
|4. | The company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)) for
      the company and have:                                                                                                     
|   | a.                                                                                                                                                                                                                                                                                                                                              
|   | b.                                                                                                                                                                                                                                                                                                                                              
|   | c.                                                                                                                                                                                                                                                                                                                                              
|5. | The companys other certifying officer(s) and I have
      disclosed, based on our most recent evaluation of internal control over
      financial reporting, to the companys auditors and the audit committee of
      the companys board of directors (or persons performing the equivalent
      functions):                               
|   | a.                                                                                                                                                                                                                                                                                                                                              
|   | b.                                                                                                                                                                                                                                                                                                                                              

Date: January 29, 2008

| | Barry MacNeil        
| | -----------------------
| | Barry MacNeil          
| | Chief Financial Officer

---