EXHIBIT 31.2

                                  CERTIFICATION

I, Richard H. Flake, certify that:

1.  I have reviewed this Form 10-QSB of Union Financial Bancshares, Inc.;

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 small
    business issuer as of, and for, the periods presented in this report;

4.  The small business  issuer's other certifying  officer 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 small
    business issuer 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 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;

    (b) Evaluated the  effectiveness of the small business  issuer'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 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 annual report) that has
        materially  affected,  or is reasonably likely to materially affect, the
        small business issuer's internal control over financial reporting; and

5.  The small business  issuer's other certifying  officer 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 small business issuer'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 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 other
        employees who have a  significant  role in the small  business  issuer's
        internal control over financial reporting.

        Date:  April 30, 2004                    /s/   Richard H. Flake
                                                 ----------------------
                                                 Richard H. Flake
                                                 Executive Vice President and
                                                 Chief Financial Officer