**Exhibit 31.2**

 

CERTIFICATION

 

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

 

1.               I havereviewed this quarterly report on Form 10-QSB of 1st ColonialBancorp, Inc.;

 

2.               Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this quarterly report;

 

3.               Based on myknowledge, the financial statements, and other financial information includedin this quarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this quarterly report;

 

4.               The smallbusiness 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)                                 evaluated theeffectiveness of the small business issuer’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of suchdisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

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(c)                                  disclosed inthis quarterly report any change in the small business issuer’s internalcontrol over financial reporting that occurred during the small business issuer’sthird fiscal quarter of 2004 that has materially affected, or is reasonablylikely to materially affect, the small business issuer’s internal control overfinancial reporting; and

 

5.               The smallbusiness issuer’s other certifying officer and I have disclosed, based on ourmost recent evaluation of the 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)                                  all significantdeficiencies and material weaknesses in the design or operation of the internalcontrol over financial reporting which are reasonably likely to adverselyaffect the small business issuer’s ability to record, process, summarize andreport financial information; and

 

(b)                                 any fraud,whether or not material, that involves management or other employees who have asignificant role in the small business issuer’s internal control over financialreporting.

 

Date:  November 15, 2004

 

 
|   | /s/  Robert C. Faix      |   |
|--------|--------------------------|--------|
|   | Robert  C. Faix          |
|   | Chief  Financial Officer |

 

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