EXHIBIT 31.2


CERTIFICATION  PURSUANT TO RULES  13a-14(a) AND 15d-14(a)  UNDER THE  SECURITIES
EXCHANGE  ACT OF 1934 AS ADOPTED  PURSUANT TO SECTION 302 OF THE  SARBANES-OXLEY
ACT OF 2002

I, Roy O. Estridge, certify that:

1. I have  reviewed  this  quarterly  report on Form  10-QSB of Valley  Commerce
Bancorp (the "Company");

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 Company as of,
and for, the periods presented in this report;

4. The Company's other certifying officer and I are responsible for establishing
and maintaining  disclosure  controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and have:

      a.  Designed  such  disclosure  controls  and  procedures,  or caused such
      disclosure  controls and procedures to be designed under our  supervision,
      to ensure that material information relating to the Company, 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. Evaluated the  effectiveness of the Company's  disclosure  controls and
      procedures  and  presented  in  this  report  our  conclusions  about  the
      effectiveness of the disclosure controls and procedures,  as of the end of
      the period covered by this report based on such evaluation; and

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

5. The Company's other  certifying  officer and I have  disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
Company's  auditors and the audit  committee of the Company's board of directors
(or persons performing the equivalent functions):

      a. All significant  deficiencies and material  weaknesses in the design or
      operation  of  internal  controls  over  financial   reporting  which  are
      reasonably  likely to adversely  affect the  Company's  ability 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 the Company's  internal  control
      over financial reporting.

Date: August 12, 2005

                                                     /S/ ROY O. ESTRIDGE
                                                     -------------------
                                                     Roy O. Estridge
                                                     Chief Financial Officer

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