EXHIBIT 31.2
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     CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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I, Kent P. Watts, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of HyperDynamics
     Corporation;

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

4.   HyperDynamics Corporation'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)) for
     HyperDynamics Corporation 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 HyperDynamics Corporation,
     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)  Evaluated the effectiveness of HyperDynamics Corporation'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

     (c)  Disclosed in this report any change in HyperDynamics Corporation's
     internal control over financial reporting that occurred during
     HyperDynamics Corporation's most recent quarter that has materially
     affected, or is reasonably likely to materially affect, HyperDynamics
     Corporation's internal control over financial reporting; and

5.   HyperDynamics Corporation's other certifying officer(s) and I have
     disclosed, based on our most recent evaluation of internal control over
     financial reporting, to HyperDynamics Corporation's auditors and the audit
     committee of HyperDynamics Corporation'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 HyperDynamics Corporation'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 HyperDynamics Corporation's
     internal control over financial reporting.

Date: May 24, 2004                         By:  /s/ Kent P. Watts
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                                                Kent P. Watts
                                                Chief Financial Officer


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