EXHIBITS 31.2


                  CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934
                             RULES 13A-14 AND 15D-14
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James Woodley, certify that:

1.   I have reviewed this quarterly report on form 10-QSB of Nathaniel Energy
     Corporation.

2.   Based upon my knowledge, this quarterly report does not contain any untrue
     statements 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 upon 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 quarterly
     report;

4.   The registrant's other certifying officer 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)) and internal control over
     financial reporting (as defined in Exchange Act Rules 13a-15(f) and
     15d-15(f)) 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 quarterly report is being prepared;

     b)   Designed such internal controls over financial reporting, or caused
          such internal controls over financial reporting 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 principals;

     c)   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

     d)   Disclosed in this report any change in the registrant's internal
          controls over financial reporting that occurred during the
          registrant's most recent fiscal quarter (the registrant's fourth
          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 and I have disclosed, based on
     our most recent evaluation of the internal control over financial
     reporting, to the registrant's auditors and the audit committee of
     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

     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.



August 19, 2003                         /s/ James Woodley
                                            ------------------------------------
                                            James Woodley