Exhibit
31





FORM
OF CERTIFICATION


PURSUANT
TO RULE 13a-14 AND 15d-14


UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED





CERTIFICATIONS





I, Eric
Watson, certify that:





1.         I
have reviewed this annual report on Form 10-K of Cullen Agricultural Holding
Corp.;





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 issuer as of, and for,
the periods presented in this report;





4.         I
am 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 my supervision, to ensure that material
information relating to the issuer is made known to me 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 issuer's disclosure controls and procedures and
presented in this report my 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 issuer's internal control over financial
reporting that occurred during the issuer's most recent fiscal quarter (the
issuer's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the issuer's
internal control over financial reporting; and








5.         I
have disclosed, based on my most recent evaluation of internal control over
financial reporting, to the issuer's auditors and the audit committee of the
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 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 issuer's internal control over financial
reporting.





Date:
March 31, 2010


/s/ Eric WatsonName:
                Eric
      WatsonTitle:
                Chief
      Executive Officer(Principal
      Executive and Principal
                  Financial
      and Accounting
Officer)