**EXHIBIT 31.2**

**CERTIFICATION (Pursuant to Rule 13(a)-14(a))**

I, David S. Perry, certify that:

| 1.     | I have reviewed this quarterly report on Form 10-QSB   of Yadkin Valley Company;                                                                                                                                                                                                                                                      |
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| 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 statement made, in light of   the circumstances under which such statements were made, not misleading with   respect to the period covered by this quarterly report;           |
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| 3.     | Based on my knowledge, the   financial statements, and other financial information included in this   quarterly report, fairly presents 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 quarterly report;                  |
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| 4.     | The small business   issuer’s other certifying officer(s) and I are responsible for establishing   and maintaining disclosure controls and procedures (as defined in Exchange   Act Rule 13a-15(e) and 15d-15(e)) for the small business issuer and have:                                                                        |
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|   | (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 small   business issuer, 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; |
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|   | (b)                                                                                                                                                                                                                                                                                                                                   | Evaluated the effectiveness of the small business   issuer’s disclosure controls and procedures and presented in this report our   conclusion 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 |
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|   | (c)                                                                                                                                                                                                                                                                                                                                   | Disclosed in this report any change in the small   business issuer’s internal control over financial reporting that occurred   during the small business issuer’s most recent fiscal quarter (the small   business issuer’s fourth fiscal quarter in the case of an quarterly report)   that has materially affected or is reasonably likely to materially affect,   the small business issuer’s internal control over financial reporting; and |
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| 5.     | The small business   issuer’s  other certifying officer(s)   and I have disclosed, based on our most recent evaluation of internal control   over financial reporting, to the small business issuer’s auditors and the   audit committee of the board of directors (or persons performing the   equivalent functions): |
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|   | (a)                                                                                                                                                                                                                                                                                                                                   | All significant deficiencies and material weaknesses   in the design or operation of internal controls over financial reporting   which are reasonably likely to adversely affect the small business issuer’s   ability to record, process, summarize and report financial information; and |
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|   | (b)                                                                                                                                                                                                                                                                                                                                   | Any fraud, whether or not material, that involves   management or other employees who have a significant role in the small   business issuer’s internal control over financial reporting. |

 

| Date:  August   4, 2004 | S/ David S. Perry                         |
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|                         | David S.   Perry                          |
|                         | President   (principal financial officer) |