CERTIFICATION

I, Eric B. Heyer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of ASB Holding Company;

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 issuer as of, and for, the periods presented in this report;

4.   The  issuer'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)) for the 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
         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 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  issuer's  internal
         control over financial reporting that occurred during the issuer's most
         recent fiscal  quarter (the issuer's  fourth fiscal quarter in the case
         of an annual  report) that has  materially  affected,  or is reasonably
         likely  to  materially  affect,  the  issuer's  internal  control  over
         financial reporting; and

5.   The issuer's other certifying officer(s) 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 issuer's
     board of directors:

     (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  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 issuer's internal control over
     financial reporting


Date: August 12, 2005          /s/Eric B. Heyer
                               -------------------------------------------------
                               Eric B. Heyer
                               Senior Vice President and Chief Financial Officer