**Exhibit 31.2**

 

**CERTIFICATION**

 

I, Matthew S. Harrison,Chief Financial Officer, Vice President-Finance and Secretary of Hiland PartnerGP Holdings, LLC, the general partner of Hiland Holdings GP, LP, certify that:

 

1.     I have reviewed this quarterly report on Form 10-Q ofHiland Holdings GP, LP;

 

2.     Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3.     Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this report;

 

4.     The registrant’s other certifying officer and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a — 15(e) and 15d — 15(e)) and internalcontrol 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 suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this annual report is being prepared;

 

b)   Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

 

c)     Evaluated the effectiveness of the registrant’s disclosurecontrols and procedures and presented in this annual report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this annual report based on such evaluation; and

 

d)    Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth quarter in the case of ourannual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting;and

 

5.     The registrant’s other certifying officers and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of registrant’sboard of directors (or persons performing the equivalent function):

 

a)     All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which arereasonably 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 orother employees who have a significant role in the registrant’s internalcontrol over financial reporting.

 
| Date: May 9, 2008 |   | /s/ Matthew S. Harrison                                        |
|------------------------|--------|----------------------------------------------------------------|
|                   |   | Matthew S. Harrison                                            |
|                   |   | Chief Financial Officer, Vice President-Finance  and Secretary |

 

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