EXHIBIT 31.2
        Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

I, R.C. Cunningham III, certify that:

         1. I have  reviewed  this  report on Form 10-K of the Sooner  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 (the  registrant's  fourth fiscal quarter in the case
of an annual report) 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 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  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:  January 6, 2009
                                     /s/ R.C. Cunningham III

                                     -----------------------
                                     R.C. Cunningham III
                                     Chief Financial Officer

                                                                    Exhibit 31.2
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