**Exhibit 31.2**

 

**Rule 13a-14(a) Certificationof the Chief Financial Officer**

 

I, Alan W.Jackson, Chief Financial Officer, certify that:

 

1.                                       I have reviewed this annual report on Form 10-KSBof Tidelands Bancshares, Inc.

 

2.                                       Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial 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 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 othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the small businessissuer and have:

 

                                                a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the small business issuer,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

                                                b)  Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

                                                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’sinternal control over financial reporting that occurred during the smallbusiness issuer’s fourth fiscal quarter that has materially affected, or isreasonably likely to materially affect, the small business issuer’s internalcontrol over financial reporting; and

 

5.                                       The small business issuer’s othercertifying officer 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 the small business issuer’s board ofdirectors (or persons performing the equivalent functions):

 

                                                a) All significant deficiencies and material weaknesses in the design oroperation of internal controls 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 internalcontrol over financial reporting.

 

 

Date:  March 17, 2008

 
|   | /s/ Alan W. Jackson                           |   |
|--------|-----------------------------------------------|--------|
|   | Alan W. Jackson, Chief  Financial Officer     |   |
|   | (Principal Financial  and Accounting Officer) |   |
|   |                                          |   |

 

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