**Exhibit 31.2**

**CERTIFICATION**

I, Jerry D. Holbrook, certify that:

1.     Ihave reviewed this Form 10-Q of Northeast Pennsylvania Financial Corp.;

2.     Based    on my knowledge, the 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, notmisleading 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 registrant as of, and for, theperiods presented in this report;

4.     The    registrant’s other certifying officers 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 registrant 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 registrant, including its consolidated subsidiaries,        is made known to us by others within those entities, particularly during        the period in which thisreport is being prepared;                              |
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|   | (b)    | Evaluated        the effectiveness of the registrant’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 registrant’s internal control over financial        reporting that occurred during the registrant’s most recent fiscal quarter        (the registrant’s fourth fiscal quarter in the case of an annual report)        that has materially affected, or is reasonably likely to materially affect,        the registrant’s internal controlover financial reporting; and |

5.     The registrant’s    other certifying officers and I have disclosed, based on our most recent    evaluation of internal control over financial reporting, to the registrant’s    auditors and the audit committee of the registrant’s board of directors (or    persons performing the equivalent functions):

|   | (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 registrant’s ability to record, process, summarize and report    financial information; and |
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|   | (b)    | Any fraud,        whether or not material, that involves management or other employees        who have a significant role in the registrant’s internal control over    financial reporting.                                                                                                       |
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| Date:        _May    14, 2004____________ |        | /s/   | Jerry    D. Holbrook____________ |
|-------------------------------------------|--------|------------|----------------------------------|
|                                      |   |       | Jerry D.    Holbrook             |
|                                      |   |       | Chief Financial    Officer       |
|                                      |   |       |                             |

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