EXHIBIT  31.2

I,  Richard  Connelly,  Chief  Financial  Officer,  certify  that:

1.  I have reviewed this quarterly report on Form 10-QSB of CT Holdings, Inc., a
Delaware  corporation;

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

4.  The  small business 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 small business issuer 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  small  business  issuer, including its
consolidated  subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;

b)  evaluated  the  effectiveness  of  the  small  business  issuer's disclosure
controls  and  procedures and presented in this quarterly 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

c)  disclosed  in this 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 quarter (the small business issuer's fourth fiscal
quarter  in  the  case  of an annual report) that has materially affected, or is
reasonably  likely  to  materially  affect, the small business issuer's internal
control  over  financial  reporting;  and


5.  The  small business issuer's other certifying officers and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to  the  small business issuer's auditors and the audit committee of
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  report  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: August 23, 2004

/s/  RICHARD  CONNELLY
----------------------
Richard Connelly, Chief Financial Officer
Principal Financial Officer


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