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                                  EXHIBIT 31.2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Dick Holtzclaw, certify that:

      1.    I have reviewed this quarterly report on From 10-Q of Valley
            Bancorp;

      2.    Based on my knowledge, this 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 officer(s) 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 (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
                     control over financial reporting; and

      5.    The registrant's other certifying officer(s) 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

               (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.

                                                               /s/Dick Holtzclaw
                                                               -----------------
                                                                  Dick Holtzclaw
                                                         Chief Financial Officer
Date: November 3, 2004                                            Valley Bancorp