Exhibit 31.1

Certifications Pursuant
to Section 302of the Sarbanes-Oxley
Act of 2002

I, James R. Lavelle, certify that:

1.    
          I have reviewed this quarterly report on Form 10-Q of Cotelligent, Inc.;

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

3.    
          Based on my knowledge, the financial statements, and other financial information
          included in this quarterly 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 quarterly 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 with those entities, particularly
          during the period in which this report is being prepared:

b)    
          Evaluated the effectiveness of the registrants disclosure controls and
          procedures and presented in this report our conclusion 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 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 the registrants
          board of directors;

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 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: November 15, 2004

| |  | /s/ James R. Lavelle 
James R. LavelleChairman of the Board and Chief Executive Officer
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Exhibit 31.2

Certifications Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002



I, Curtis J. Parker, certify that:

1.    
          I have reviewed this quarterly report on Form 10-Q of Cotelligent, Inc.;

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

3.    
          Based on my knowledge, the financial statements, and other financial information
          included in this quarterly 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 quarterly 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 with those entities, particularly
          during the period in which this report is being prepared:

b)    
          Evaluated the effectiveness of the registrants disclosure controls and
          procedures and presented in this report our conclusion 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 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 the registrants
          board of directors;

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 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: November 15, 2004

| |  | /s/ Curtis J. Parker
Curtis J. ParkerExecutive Vice President and Chief Financial Officer
| |  | -------------------------------------------------------------------------------------------------------