**Exhibit 31.2**

**CERTIFICATION**

 

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

 

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

 

                2.             Based on my knowledge, thisquarterly report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this quarterly report;

 

                3.             Based on my knowledge, thefinancial statements, and other financial information included in thisquarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report;

 

                4.             The registrant’s other certifyingofficer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and 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 theregistrant, 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 disclosure controls andprocedures, as of the end of the period covered by this quarterly report basedon such evaluation; and

 

                (c)           Disclosed in this report any changein the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internalcontrol over financial reporting;

 

                5.             The registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performing theequivalent functions):

 

                (a)           All significant deficiencies andmaterial weakness 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,that involves management or other employees, who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| Date:  | November 10, 2005 |                                  | /s/ | Salvatore R. DeFrancesco, Jr. |   |
|--------|-------------------|---------------------------------------|-----|-------------------------------|--------|
|   |              | Salvatore R. DeFrancesco, Jr.,        |
|   |              | Treasurer and Chief Financial Officer |

 

 

----