**EXHIBIT 31.2**

 

**CERTIFICATION OF CHIEF FINANCIAL OFFICERPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

I, H. Lamar Cox, certify that:

 

1.               I have reviewed this Quarterly Report on Form 10-Q of Tennessee Commerce Bancorp, Inc.

 

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

 

3.               Based on my knowledge, the financial statements and other financialinformation included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows ofthe Registrant as of, and for, the periods presented in this report.

 

4.               The Registrant’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (asdefined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrantand have:

 

a)              designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to theRegistrant, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during theperiod in which this report is being prepared;

 

b)             evaluated the effectiveness of the Registrant’s disclosure controlsand procedures and presented in this report our conclusions aboutthe effectiveness of the disclosure controls and procedures, as ofthe end of the period covered by this report based on suchevaluation; and

 

c)              disclosed in this report any change in the Registrant’s internalcontrol over financial reporting that occurred during theRegistrant’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, theRegistrant’s internal control over financial reporting.

 

5.               The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over

 

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financial reporting,to the Registrant’s auditors and the audit committee of the Registrant’sboard of directors (or persons performing the equivalent functions):

 

a)              all significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which arereasonably likely to adversely affect the Registrant’s ability torecord, 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’sinternal control over financial reporting.

 
| Date: August 1, 2005 |   |
|---------------------------|--------|
|                      |   |
|                      |   |
|                      | By     | /s/ H. Lamar Cox |   |
|                      |   | Name: H. Lamar Cox |
|                      |   | Title: Chief Financial Officer |

 

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