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                                  Exhibit 31.2

                                  CERTIFICATION



I, J. Earl Terris, Secretary, Treasurer and Chief Financial Officer of Foothills
Resources, Inc., certify that:

1.       I have reviewed this annual report on Form 10-KSB of Foothills
         Resources, Inc.;

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of 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.       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 small  business
         issuer and I have:

a)                designed  such  disclosure  controls and  procedures to ensure
                  that  material  information  relating  to the  small  business
                  issuer, 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)                designed such internal  control over financial  reporting,  or
                  caused such  disclosure  control and procedures to be designed
                  under  our  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  our  conclusions   about  the   effectiveness  of  the
                  disclosure  controls  and  procedures,  as of  the  end of the
                  period covered by this annual report based on such evaluation;
                  and

d)                disclosed  in this  annual  report  any  change  in the  small
                  business  issuer's  internal control over financial  reporting
                  that occurred  during the small business  issuer's most recent
                  fiscal year that has  materially  affected,  or is  reasonably
                  likely  to  materially  affect,  the small  business  issuer's
                  internal control over financial reporting; and

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5.       I have  disclosed,  based  on my most  recent  evaluation  of  internal
         controls  over  financial  reporting,  to the small  business  issuer's
         auditors and the audit  committee of 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
                  small business issuer's ability to record, process,  summarize
                  and reporting financial information; and

b)                any fraud,  whether or not material,  that involves management
                  or other  employees who have a  significant  role in the small
                  business issuer's internal control over financial reporting.


Date: June 9, 2004                              /s/ J. Earl Terris
                                                --------------------------------
                                                J. Earl Terris
                                                Secretary, Treasurer & C.F.O.
                                                (Principal Financial Officer and
                                                Principal Accounting Officer)