**Exhibit 31.2**

 

CERTIFICATION

 

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

 

1.     I have reviewed this quarterly report onForm 10-QSB of 1st Colonial Bancorp, Inc.;

 

2.     Based on my knowledge, this quarterlyreport does not contain any untrue statement of a material fact or omit tostate a material 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 quarterly 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 small business issuer as of, and for, theperiods presented in this quarterly report;

 

4.     The small business issuer’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the small business issuer and we have:

 

(a)   designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to thesmall business issuer, including its consolidated subsidiary, is made known tous by others within those entities, particularly during the period in whichthis quarterly report is being prepared;

 

(b)   evaluated the effectiveness of the smallbusiness issuer’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of such disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

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(c)   disclosed in this quarterly report any changein the small business issuer’s internal control over financial reporting thatoccurred during the small business issuer’s first fiscal quarter of 2004 thathas materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting; and

 

5.     The small business issuer’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the small business issuer’sauditors and the audit committee of small business issuer’s board of directors(or persons performing equivalent functions):

 

(a)   all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financialinformation; and

 

(b)   any fraud, whether or not material, thatinvolves management or other employees who have a significant role in the smallbusiness issuer’s internal control over financial reporting.

 
| Date:  May  11, 2004 |   |                    |
|---------------------------|--------|-------------------------|
|                      |   |                    |
|                      |   | /s/ Robert C. Faix      |   |
|                      |   | Robert C. Faix          |
|                      |   | Chief Financial Officer |

 

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