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EXHIBIT 31.2
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       CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Composite Technology Corporation
(Registrant) on Form 10-QSB/A for the quarter ended December 31, 2001, as filed
with the Securities and Exchange Commission, on the date hereof, I, Benton H
Wilcoxon, Chief Financial Officer of the Company, certify to the best of my
knowledge, pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that:

1.   I have reviewed this Quarterly Report on Form 10-QSB/A of Composite
     Technology Corporation for the quarter ended December 31, 2001.

2.   Based on my knowledge, this Quarterly 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 quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this Quarterly 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 officers, if any, and I are responsible
     for establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
     have:

     a.  designed such disclosure controls and procedures 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.  evaluated the effectiveness of the Registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         Quarterly Report (the "Evaluation Date"); and
     c.  presented in this Quarterly Report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.   The Registrant's other certifying officers, if any, and I have disclosed,
     based on our most recent evaluation, 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 in the design or operation of internal
         controls which could adversely affect the Registrant's ability to
         record, process, summarize and report financial data and have
         identified for the Registrant's auditors any material weaknesses in
         internal controls; and
     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the Registrant's internal
         controls; and
     c)  The Registrant's other certifying officers, if any, and I have
         indicated in this Quarterly Report whether or not there were
         significant changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of our
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.

/s/ Benton H Wilcoxon                                Dated: February 3, 2004
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Benton H Wilcoxon
Chief Financial Officer