**Exhibit 31.2**

 

I, Vincent G. Easi,certify that:

 

1.                                        Ihave reviewed this annual report on Form 10-K of First Ottawa Bancshares, Inc.;

 

2.                                        Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.                                        Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.                                        TheCompany’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:

 

a)                                      Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

 

b)                                     Designed such internal control overfinancial reporting, or caused such internal control over financial reporting tobe designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles;

 

c)                                      Evaluatedthe effectiveness of the Company’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures as of the end of the period covered by thisreport based on such evaluation; and

 

d)                                     Disclosedin this report any change in the Company’s internal control over financialreporting that occurred during the Company’s most recent fiscal quarter thathas materially affected, or is reasonably likely to materially affect, theCompany’s internal control over financial reporting; and

 

5.                                        TheCompany’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the Company’sauditors and the audit committee of Company’s board of directors (or personsperforming the equivalent functions):

 

a)                                      All significant deficiencies and material weaknessesin the design or operation of internal controls over financial reporting whichare reasonably likely to adversely affect the Company’s ability to record,process, summarize, and report financial information; and

 

b)                                     Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Company’s internal control over financialreporting.

 
| Date:  | March 25, 2009 | /s/ Vincent G. Easi     |
|--------|---------------------|-------------------------|
|   |                | Vincent G. Easi         |
|   |                | Chief Financial Officer |

 

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