EXHIBIT 31.2
 
   1.
    
    I have reviewed this Quarterly Report on
Form 10-Q of GreenHunter Energy, Inc.;2.
    
    Based on my knowledge, this report does
not contain any untrue statement of 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)) 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
report is being prepared;(b)
    
    Designed such internal control over
financial reporting, or caused such internal control 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 principles;(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 upon such
evaluation; and(d)
    
    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
 (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 16, 2009
    /s/ David S. KruegerDavid S. KruegerVice President and Chief Financial Officer
(Principal Financial and Accounting Officer)