**Exhibit 31.2**

 

**CERTIFICATION OF CHIEF FINANCIAL OFFICER**

 

I, Earl W. McNiel, certify that:

 

1)                   I have reviewed this annual reporton Form 10-K of Transmeridian Exploration, Inc.;

 

2)                   Based on my knowledge, this annualreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3)                   Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presentedin this annual report;

 

4)                   The registrant’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)for the registrant and have:

 

a.                    designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries,  is made known to us by others within thoseentities, particularly during the period in which this annual report is beingprepared;

 

b.                   evaluated the effectiveness of theregistrant’s disclosure controls and procedures as of the end of the periodcovered by this report (the “Evaluation Date”); and

 

c.                    presented in this annual report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on our evaluation as of the Evaluation Date; and

 

d.                   Disclosed in this report any changein the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourthfiscal quarter) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

 

5)                   The registrant’s other certifyingofficers and I have disclosed, based on our most recent evaluation, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

 

a.                    all significant deficiencies in thedesign or operation of internal controls which could adversely affect theregistrant’s ability to record, process, summarize and report financial data,and have identified for the registrant’s auditors any material weaknesses ininternal controls; and

 

b.                   any fraud, whether or not material,that involves management or other employees who have a significant role in theregistrant’s internal controls; and

 
| Date: March 14, 2005                       |
|--------------------------------------------|
|                                       |
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| /s/ Earl W. McNiel                         |   |
| Earl W. McNiel                             |
| Vice President and Chief Financial Officer |

 

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