**EXHIBIT
        31.2**




**CERTIFICATIONS
      PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**






I,
      David
      H. Eaton, certify that:


1. 
        I have reviewed this quarterly report on Form 10-QSB of Stratford American
        Corporation and its subsidiaries;
 
 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. 
        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 report is being
        prepared;
 
 b) 
        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
 
 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
        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: August
                  15, 2005
                
                /s/ 
                  David H. EatonDavid
                    H. Eaton
                  Chief
                    Executive Officerand
                  Chairman
                    of the Board