CERTIFICATION CHIEF FINANCIAL OFFICER
                           PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002

      I, Richard M. Cohen, certify that:

      1. I have reviewed this quarterly report on Form 10-QSB of Baseline Oil &
Gas Corp.;

      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;

      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;

      4. The small business issuer'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 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) Designed such internal control 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 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

            (d) 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

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      5. The small business issuer's other certifying officer(s) 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: August 14, 2006                      /s/ Richard M. Cohen
                                           -------------------------------------
                                           Name: Richard M. Cohen
                                           Title: Chief Financial Officer