Exhibit 31.2

                     Rule 13A-14(a)/ 15D-14(a) Certification
                           Of Chief Financial Officer

I, Raffaele M. Branca, certify that:

1.       I have reviewed this Report on Form 10-QSB of VSB Bancorp, Inc.;

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 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)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) 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. Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures as of the end of the period covered by this report based
on such evaluation; and

d. 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 fourth fiscal quarter 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 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 small business issuer's board of directors (or persons
performing the equivalent functions):

                                       27
<PAGE>

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 10, 2004

                                              /s/ RAFFAELE M. BRANCA
                                              ----------------------------------
                                              Raffaele M. Branca
                                              Executive Vice President and CFO

                                       28