**Exhibit31.2**

 

**CERTIFICATION OF CHIEF FINANCIALOFFICER**

 

I,Earl W. McNiel, certify that:

 

1)              I have reviewed this annual report on Form10-K/A of Transmeridian Exploration, Inc.;

 

2)              Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial 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 certifying officersand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and have:

 

a.               designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, 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 the registrant’sdisclosure controls and procedures as of the end of the period covered by thisreport (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 change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscalquarter) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting.

 

5)              The registrant’s other certifying officersand I have disclosed, based on our most recent evaluation, to the registrant’s  auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a.               all significant deficiencies in the design oroperation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data, and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

 

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

 

 
| Date: April 20, 2005                  |
|--------------------------------------------|
|                                       |
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| /s/ Earl W. McNiel                         |   |
| Earl W. McNiel                             |
| Vice President and Chief Financial Officer |

 

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