**Exhibit 31.2**

**CERTIFICATION**

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

1.             I have reviewed this annual reporton Form 10-K of Fidelity D & D Bancorp, Inc.;

2.             Based on my knowledge, this annualreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

3.             Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this annual report;

4.             The registrant’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:

(a)           Designed such disclosure controls andprocedures or caused such disclosure controls and procedures to be designedunder our supervision to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisannual report is being prepared;

(b)           Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosures and procedures, asof the end of the period covered by this report based on such evaluation; and

(c)           Disclosed in this report any changein the registrant’s internal control over financial reporting that occurredduring the registrant’s fourth fiscal quarter that has materially affected , oris reasonably likely to materially affect, the registrant’s internal controlover financial reporting; and

5.             The registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performing theequivalent functions);

(a)           All significant deficiencies andmaterial weakness in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material,that involves management or other employees, who have a significant role in theregistrant’s internal control over financial reporting.
| Date:  March 13, 2007 |   |   | By:    | /s/ Salvatore  R. DeFrancesco, Jr. |                                  |   |   |
|----------------------------|--------|--------|--------|------------------------------------|---------------------------------------|--------|--------|
|                       |   |   |   |                               | Salvatore R. DeFrancesco, Jr.         |   |
|                       |   |   |   |                               | Treasurer and Chief Financial Officer |   |   |
|                            |        |        |        |                                    |                                       |        |        |  |  |  |  |  |  |

 

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