**EXHIBITITEM 31.2**

SECTION 302CERTIFICATION

I, BruceN. Warner certify that:

1.   I have read this quarterly report on Form10-QSB of Northern California Bancorp, Inc.;

2.       Based on my knowledge, this quarterly 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 quarterly report;

3.       Based on my knowledge, the financial statements, andother financial information included in this quarterly report, fairly presentin all material respects the financial condition, results of operations andcash flows of the registrant as of, and for, the period presented in thisquarterly report;

4.       The registrant’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15e and 15d-15e) for the registrant andhave:

a)              designed such disclosure controls and procedures toensure that material information relating to the registrant, including itsconsolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this quarterly report is beingprepared;

b)             evaluated the effectiveness of the registrant’sdisclosure controls and procedures as of the end of the period (the “EvaluationDate”); and

c)              presented in this quarterly report our conclusionsabout the effectiveness of the disclosure controls and procedures based on ourevaluation as of the Evaluation Date;

5.       The registrant’s other certifying officer and I havedisclosed, based on our most recent evaluation, to the registrant’s auditorsand the audit committee or registrant’s board of directors (or personsperforming the equivalent functions):

a)              all significant deficiencies in the design oroperation of internal controls which could adversely affect the registrant’sability to record, process, summarize and report financial data and haveidentified for the registrant’s auditors any material weaknesses in internalcontrols; and

b)             any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal controls; and

6.       The registrant’s other certifying officer and I haveindicated in this quarterly report whether there were significant changes ininternal controls or in other factors that could significantly affect internalcontrols subsequent to the date of our most recent evaluation, including anycorrective actions with regard to significant deficiencies and materialweaknesses.
| Date: August 10, 2007 | /s/ Bruce N. Warner |                           |
|-----------------------|---------------------|--------------------------------|
|                  |                | Bruce N. Warner                |
|                  |                | Chief Financial  Officer & |
|                  |                | Principal  Accounting Officer  |
|                       |                     |                                |  |

 

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