CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I,  T.E.  King  III,  Chief  Financial  Officer of the registrant, certify that:

     1.     I  have  reviewed  this  annual  report  on  Form  10-KSB  of  The
KingThomason  Group,  Inc.;

     2.     Based  on  my  knowledge,  this  annual  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
annual  report;

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this  annual  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 annual report;

     4.     The registrant's other certifying officers 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  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 annual report is being prepared;

            b.   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

            c.   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  officers 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 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:  June  10,  2004

                              /s/  Thomas  E.  King  III

                              T.E.  King  III
                              Chief  Financial  Officer


                                                                    EXHIBIT 31.1
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