**Exhibit 31.2**

 

**CERTIFICATION**

 

I,Salvatore R. DeFrancesco, Jr., certify that:

 

1.                                       Ihave reviewed this annual report on Form 10-K of Fidelity D & D Bancorp,Inc.;

 

2.                                       Basedon my knowledge, this annual 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 annual report;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this annual report;

 

4.                                       Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

(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 consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

 

(b)                                 Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosures and procedures, as of the end of the period covered by this reportbased on such evaluation; and

 

(c)                                  Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s fourth fiscal quarter that hasmaterially affected , or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.                                       Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions);

 

(a)                                  Allsignificant deficiencies and material weakness in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

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

 

 
| Date:   March 21, 2006 | By:                                    | /s/  Salvatore R. DeFrancesco, Jr. |   |
|-----------------------------|----------------------------------------|------------------------------------|--------|
|                        |  Salvatore  R. DeFrancesco, Jr.   |
|                        | Treasurer and  Chief Financial Officer |

 

 

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