|   | 1.     | I      have reviewed this quarterly report on Form 10-Q for the quarter ended December      31, 2008 of ReoStar Energy Corporation;                                                                                                                                                                                                                           |
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|   | 2.     | Based      on my knowledge, this quarterly 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 quarterly      report;       |
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|   | 3.     | Based      on my knowledge, the financial statements, and other financial information      included in this quarterly 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 quarterly report;                               |
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|   | 4.     | The      registrant's other certifying officer 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 quarterly report is being prepared; |
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| (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;                  |
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| (c) |   | Evaluated      the effectiveness of the registrant's disclosure controls and procedures      and presented in this quarterly 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                                                                                                 |
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| (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 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 the registrant's board      of directors (or persons performing the equivalent functions): |
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| (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 |
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| (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:      February 12, 2009 | By:/s/      Scott D. Allen           |
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|                         |      Scott      D. Allen, CPA                                 |
|                         |      Chief      Financial Officer                             |