CERTIFICATION

I, Eric B. Heyer, certify that:

1.   I have  reviewed  this  quarterly  report  on Form  10-QSB  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 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)) 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)  Evaluated  the   effectiveness  of  the  small  business  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 small business  issuer's
         internal  control over  financial  reporting  that occurred  during the
         small business  issuer's most recent fiscal quarter (the small business
         issuer's  fourth fiscal  quarter in the case of an annual  report) 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:

     (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 13, 2004          /s/Eric B. Heyer
                               -------------------------------------------------
                               Eric B. Heyer
                               Senior Vice President and Chief Financial Officer