**Exhibit 31.2**

 

CERTIFICATION

 

I, Robert C. Faix,Chief Financial Officer of 1st Colonial Bancorp, Inc., certify that:

 

1.                                       Ihave reviewed this quarterly report on Form 10-QSB of 1stColonial Bancorp, Inc.;

 

2.                                       Basedon my knowledge, this quarterly report does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this quarterlyreport;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the small businessissuer as of, and for, the periods presented in this quarterly report;

 

4.                                       Thesmall business issuer’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuerand we have:

 

(a)                                  designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiary, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

 

(b)                                 evaluatedthe effectiveness of the small business issuer’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof such disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

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(c)                                  disclosedin this quarterly report any change in the small business issuer’s internalcontrol over financial reporting that occurred during the small businessissuer’s second fiscal quarter of 2004 that has materially affected, or isreasonably likely to materially affect, the small business issuer’s internalcontrol over financial reporting; and

 

5.                                       Thesmall business issuer’s other certifying officer and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to thesmall business issuer’s auditors and the audit committee of small businessissuer’s board of directors (or persons performing equivalent functions):

 

(a)                                  allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the small business issuer’s ability to record, process,summarize and report financial information; and

 

(b)                                 anyfraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal control overfinancial reporting.

 
| Date:  August  13, 2004 |
|------------------------------|
|                         |
|                         | /s/ Robert C. Faix |   |
|                         | Robert C. Faix |
|                         | Chief Financial Officer |

 

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