**EXHIBIT31.2**

 

**CERTIFICATION**

 

I,Thomas J. Sherman, certify that:

 

1.               I have reviewed this Quarterly Report on Form10-QSB of Coast Bancorp;

 

2.               Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the small business issuer as of, and for, the periodspresented in this report;

 

4.               The small business issuer’s other certifyingofficer(s) 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 small business issuer and have:

 

(a)          Designedsuch disclosure controls and procedure, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

(b)         [Paragraph reserved pursuant to SEC Release 33-8238]

 

(c)          Evaluated the effectiveness of the small business issuer’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

 

(d)         Disclosed in this report any change in the small business issuer’s internalcontrol over financial reporting that occurred during small business issuer’smost recent fiscal quarter that has materially affected, or is reasonablylikely to materially affect, the small business issuer’s internal control overfinancial reporting; and

 

5.               The small business issuer’s other certifyingofficer(s) and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the small business issuer’sauditors and the audit committee of small business issuer’s board of directors(or persons performing the equivalent functions):

 

(a)                        All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the small business issuer’s ability to record,process, summarize and report financial information; and

 

(b)                       Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the small business issuer’s internal controlsover financial reporting.

 

 
| Date:  August 11,  2003 | /s/  Thomas J. Sherman                 |   |
|----------------------------------------|----------------------------------------|--------|
|                                   | Thomas  J. Sherman                     |
|                                   | President  and Chief Financial Officer |
|                                   | (Principal  Financial Officer)         |

 

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