EXHIBIT 99.2

         Certification by the Audit Committee of Crested Corp.
            To the Board of Directors of the Corporation at


     The Board of Directors  formed an Audit  Committee  and adopted a committee
charter at its meeting on May 30, 2000.

     The committee reviewed the annual audit and report for fiscal 2001 prior to
its issuance and prior to its  inclusion in the Form 10-K filed with the SEC. In
addition,  the committee has met with senior  management to discuss,  understand
and oversee the fiscal matters of the corporation.

     Members of the committee have discussed various accounting matters with the
independent accounting firm who conducted the 2001 audit and did a review of the
fourth quarter 2000 quarterly reports.  The committee recommends to the Board of
Directors  that the present  auditing  firm is  qualified  to continue to do the
audit work and that they be selected  to perform  the annual  audit for the year
ending  May 31,  2002.  The  audit  firm  confirms  that they  believe  they are
independent as to the  corporation in regards the definition of  independence of
the Securities Act and Securities and Exchange Commission.

     The members of the committee hereby certify that:

     1)     they have met with  management and the outside audit firm to discuss
            the financial statement  reporting process,  the internal accounting
            control systems and the quality and independence of the audit work.

     2)     they  have  reviewed  the  corporation's  annual  audited  financial
            statement for 2001 and recommend  that the report be included in the
            proxy  statement to be mailed to the  shareholders of record for the
            annual meeting in December 2001.

     3)     they recommend to the Board of Directors  that the present  auditing
            firm be  retained  as outside  accountants  to review the  quarterly
            financial statements and perform the annual audit for fiscal 2002.

           /s/  John L. Larsen                      /s/  Kathleen R. Martin
     --------------------------------          --------------------------------
           independent member                       independent member

           /s/  Michael D. Zwickl
     --------------------------------
           independent member