EXHIBIT 31.2
               I, Richard Connelly, Chief Financial Officer of CT Holdings,
               Inc., certify that:
                    (1)  I have reviewed this quarterly report on Form 10-QSB of
                         CT Holdings, 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
                         registrant as of, and for, the periods presented in
                         this report;
                    (4)  The registrant's other certifying officer(s) 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 within
                              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 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
                              registrant's internal control over financial
                              reporting that occurred during the registrant's
                              most recent fiscal quarter (the registrant's
                              fourth fiscal quarter in the case of an annual
                              report) 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 officer(s) 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 (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
                              registrant's ability to record, process, summarize
                              and report financial information; and


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                         (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     August 19, 2003
                                  --------------
                         /s/ Richard Connelly
                         --------------------
                         Richard Connelly
                         Chief Financial Officer


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