EXHIBIT 31.2

                              OFFICER'S CERTIFICATE
                            PURSUANT TO SECTION 302*


         I, Michelle Mathis, Chief Financial Officer, certify that:

         1. I have reviewed this form 10-KSB for the fiscal year ended  December
31, 2003 of United Companies Corporation;

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

         4.  I  am  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 report is
being prepared;

                  (b) Omitted;

                  (c) Evaluated the effectiveness of the small business 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

                  (d) 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. I have  disclosed,  based on my most recent  evaluation  of internal
control over financial  reporting,  to the small business  issuer's auditors and
the audit  committee  of the 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:    April 14, 2004                 By: /s/ Michelle Mathis
                                          ---------------------------------
                                          Name:   Michelle Mathis
                                          Title:  Acting Chief Financial Officer


*The introductory  portion of paragraph 4 of the Section 302 certification  that
refers  to  the  certifying   officers'   responsibility  for  establishing  and
maintaining  internal control over financial  reporting for the company, as well
as paragraph  4(b),  have been omitted in  accordance  with Release No.  33-8238
(June 5,  2003)  because  the  compliance  period  has been  extended  for small
business issuers until the first fiscal year ending on or after April 15, 2005.


                                 EXHIBIT 31.2-1

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