EXHIBIT 31.1


                            CERTIFICATION PURSUANT TO
                                   SECTION 302
                        OF THE SARBANES OXLEY ACT OF 2002


I, Najib Choufani, Chairman, Chief Executive Officer and Chief Financial Officer
of TransAmerican Holdings, Inc., certify that:

1. I have  reviewed  this  Quarterly  Report  on Form  10-QSB  of  TransAmerican
Holdings, Inc. (the "Registrant");

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 the 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. 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 our  supervision,  to ensure
     that  material  information  relating  to  the  Registrant,  including  its
     consolidated  subsidiaries,  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  my
     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 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  Registrant's  internal  control
     over financial  reporting that occurred during the Registrant's most recent
     fiscal quarter that has  materially  affected,  or is reasonably  likely to
     materially  affect,  the  Registrant's   internal  control  over  financial
     reporting; and


5. I have  disclosed,  based on our most recent  evaluation of internal  control
over financial  reporting,  to the Registrant's  auditors and 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  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: May 25, 2004            /s/ NAJIB CHOUFANI
                              _______________________
                                  Najib Choufani
                                  Chairman, CEO & CFO