**Exhibit 31.2**

 

**Certification pursuant to Section 302 of the Sarbanes-OxleyAct of 2002**

 

I,Timothy S. Ayers, Chief Financial Officer, certify that:

 

1.       I have reviewed this quarterly report onForm 10-QSB of First Capital Bank Holding Corporation;

 

**2.       Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;**

 

**3.       Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this report;**

 

4.       The small business issuer’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) for the small business issuer and have:

 

a)  Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the small business issuer, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this report is being prepared;

 

b)  Evaluated the effectivenessof the small business issuer’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures as of the end of the period covered by this reportbased on such evaluation; and

 

c)  Disclosed in this report anychange in the small business issuer’s internal control over financial reportingthat occurred during the small business issuer’s most recent fiscal quarterthat has materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting; and

 

5.       The small business issuer’sother certifying officers and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the small businessissuer’s auditors and the audit committee of the small business issuer’s boardof directors (or persons performing the equivalent functions):

 

a)  All significant deficienciesand material weaknesses in the design or operation of internal controls overfinancial reporting which are reasonably likely to adversely affect the smallbusiness issuer’s ability to record, process, summarize and report financialinformation; and

 

b)  Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the small business issuer’s internal control over financial reporting.

 

 
|   | Date:  November 12, 2004                          |
|--------|---------------------------------------------------|
|   |                                              |
|   | /s/  Timothy S. Ayers                             |   |
|   | Timothy  S. Ayers                                 |
|   | Principal  Accounting and Chief Financial Officer |

 

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