**Exhibit31.2**

 

**CERTIFICATION**

 

I, Salvatore R.DeFrancesco, certify that:

 

1.                                       I have reviewed this quarterly report onForm 10-Q of Fidelity D&D 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 registrant as of, and for, the periodspresented in this quarterly report;

 

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

 

(a)                                  Designed such disclosure controls andprocedures or caused such internal control over financial reporting to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisquarterly report is being prepared;

 

(b)                                 Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this quarterlyreport our conclusions about the effectiveness of the disclosures andprocedures as of the end of the period covered by this quarterly report basedon such evaluation; and

 

(c)                                  Disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter that has materially affected , oris reasonably likely to materially affect, the registrant’s internal controlover financial reporting;

 

5.                                       The registrant’s other certifying officerand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant’s auditors and the audit committeeof registrant’s board of directors (or persons performing the equivalentfunctions);

 

(a)                                  All significant deficiencies and materialweakness in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

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

 

 
| Date:  | August 13, 2004                                                  |   | /s/ Salvatore R. DeFrancesco, Jr. |   |
|-------------|-----------------------------------------------------------------------|--------|-----------------------------------|--------|
|        | Salvatore R. DeFrancesco, Jr.,  Treasurer and Chief Financial Officer |

 

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