Exhibit
31.2


CERTIFICATION




I,Salvatore R. DeFrancesco, Jr.,
certify that:





1.           I have reviewed this quarterly report on
Form 10-Q of Fidelity D&D Bancorp, Inc.;





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





3.           Based on my knowledge, the financial
statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presentedin this
report;





4.           The registrant’s other certifying
officer and I areresponsible for establishing and
maintaining disclosure controls and procedures(as defined in Exchange Act Rules
13a-15(e)and 15d-15(e))and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and
have:





(a) 
        Designed such disclosure controls and
procedures, or caused such
disclosure controls and procedures to be designed underour supervision, to ensurethat material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;





(b)         Designed suchinternal control over financial
reporting, or caused such internal control over financial reporting to be
designed under oursupervision, toprovide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;





(c)   
     Evaluated the effectiveness of the
registrant’s disclosure controls and proceduresand presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,as ofthe end of the period covered bythis reportbased on such evaluation;
and





(d)         Disclosed in this report any change in
the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over
financial reporting; and





5.           The registrant’s other certifying
officer and I have disclosed, based on our most recent evaluationof internal control over financial
reporting,to the
registrant’s auditors and the audit committee oftheregistrant’sBoard ofDirectors(or persons performing the equivalent
functions);





(a)          All significant deficienciesand material weaknessesin the design or operation
of internal controlover
financial reportingwhichare reasonably likely toadversely affect the
registrant’s ability to record, process, summarize and report financialinformation; and





(b)         Any fraud, whether or not material, that
involves management or other employees,who have a significant role in the
registrant’s internal controlover financial reporting.





Date:August 10,
    2010
              /s/ Salvatore R. DeFrancesco,
      Jr.Salvatore
      R. DeFrancesco, Jr.,Treasurer
      and Chief Financial Officer