**EXHIBIT ITEM 31.2**

 

SECTION 302 CERTIFICATION

 

I, Bruce N. Warner certify that:

 

1.           I have read this quarterly report on Form 10-QSB of Northern CaliforniaBancorp, Inc.;

 

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

 

3.           Based on my knowledge, the financialstatements, and other financial information included in this quarterly report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this annual report;

 

4.           The registrant’s other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for theregistrant and have:

 

d)                   designed such disclosure controls andprocedures to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this annual report isbeing prepared;

 

e)                    evaluated the effectiveness of theregistrant’s disclosure controls and procedures as of the end of the period(the “Evaluation Date”); and

 

f)                      presented in this quarterly report ourconclusions about the effectiveness of the disclosure controls and proceduresbased on our evaluation as of the Evaluation Date;

 

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

 

4.                     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

 

5.                     any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal controls; and

 

6.           The registrant’s other certifying officer and I have indicated in thisquarterly report whether there were significant changes in internal controls orin other factors that could significantly affect internal controls subsequentto the date of our most recent evaluation, including any corrective actionswith regard to significant deficiencies and material weaknesses.

 
| Date: August  11, 2003 | /s/ Bruce  N. Warner                                    |   |
|------------------------|--------------------------------------------------------------|--------|
|                   | Bruce N.  Warner                                             |
|                   | Chief  Financial Officer &  Principal Accounting Officer |

 

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