EXHIBIT 31.2
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                                 CERTIFICATIONS

I, Nicholas H. Gay, certify that:

1.     I have reviewed this annual report on Form 40-F of PetroKazakhstan Inc.;

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

4.     The issuer'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 issuer and
       have:

d)     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 issuer, 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;

e)     Evaluated the effectiveness of the 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 report based on such evaluation; and

f)     Disclosed in this report any change in the issuer's internal control over
       financial reporting that occurred during the period covered by the annual
       report that has materially affected, or is reasonably likely to
       materially affect, the issuer's internal control over financial
       reporting; and

5.     The issuer's other certifying officers and I have disclosed, based on our
       most recent evaluation of internal control over financial reporting, to
       the issuer's auditors and the audit committee of 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 issuer'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 issuer's
              internal control over financial reporting.



Date:  June 17, 2004                    /s/ Nicholas H. Gay
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                                        Name:  Nicholas H. Gay
                                        Title: Senior Vice President, Finance &
                                               Chief Financial Officer