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                                                                    Exhibit 31.2
I, RobRoy Walters, certify that:

1.      I have reviewed this quarterly report on Form 10-QSB of Lawrence
        Financial Holdings, Inc;

2.      Based on my knowledge, the quarterly 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, not misleading 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, the periods 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 this report is being prepared;

        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 that has materially
                affected, or is reasonably likely to materially affect, the
                registrant's internal control over 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
        registrant's board of directors (or persons performing the equivalent
        function):

        a)      all significant deficiencies 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

        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.


Date: August 12, 2004
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                                           /s/ RobRoy Walters
                                           --------------------------------
                                           RobRoy Walters
                                           Chief Financial Officer

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