**EXHIBIT 31.2**

 

**CERTIFICATION**

 

I, Thomas J. Sherman, certifythat:

 

1.                      Ihave reviewed this Quarterly Report on Form 10-QSB of Coast Bancorp;

 

2.                      Basedon my knowledge, this 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 report;

 

3.                      Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this report;

 

4.                      Thesmall business issuer’s other certifying officer(s) and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer andhave:

 

(a)                  Designed such disclosure controls andprocedure, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thesmall business issuer, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis report is being prepared;

 

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

 

(c)                  Evaluated the effectiveness of thesmall business issuer’s disclosure controls and procedures and presented inthis report our conclusions about the effectiveness of the disclosure controlsand procedures, as of the end of the period covered by this report based onsuch evaluation; and

 

(d)                 Disclosed in this report any change inthe small business issuer’s internal control over financial reporting thatoccurred during small business issuer’s most recent fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, the smallbusiness issuer’s internal control over financial reporting; and

 

5.                      Thesmall business issuer’s other certifying officer(s) and I have disclosed, basedon our most recent evaluation of internal control over financial reporting, tothe small business issuer’s auditors and the audit committee of small businessissuer’s board of directors (or persons performing the equivalent functions):

 

(a)                  All significant deficiencies andmaterial weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the smallbusiness issuer’s ability to record, process, summarize and report financialinformation; and

 

(b)                 Any fraud, whether or not material,that involves management or other employees who have a significant role in thesmall business issuer’s internal controls over financial reporting.

 

 
| Date:  November  12, 2003 | /s/ Thomas  J. Sherman                                                                   |   |
|-------------------------------------|------------------------------------------------------------------------------------------|--------|
|                                | Thomas J.  Sherman  President and Chief Financial Officer  (Principal Financial Officer) |

 

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