**Exhibit 31.2**

 

CERTIFICATION

 

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

 

1.             Ihave reviewed this annual report on Form 10-KSB of 1stColonial Bancorp, Inc.;

 

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

 

3.             Basedon my knowledge, the financial statements, and other financial informationincluded in this annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the small businessissuer as of, and for, the periods presented in this annual report;

 

4.             Thesmall business issuer’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the smallbusiness 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 annual report is being prepared;

 

(b)  evaluated the effectiveness of thesmall business issuer’s disclosure controls and procedures and presented inthis report our conclusions about the effectiveness of such disclosure controlsand procedures, as of the end of the period covered by this report based onsuch evaluation; and

 

(c)  disclosed in this annual report anychange in the small business issuer’s internal control over financial reportingthat occurred during the small business issuer’s fourth fiscal quarter of 2004that has materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting; and

 

5.             Thesmall business issuer’s other certifying officer and I have disclosed, based onour most recent evaluation of the internal control over financial reporting, tothe small business issuer’s auditors and the audit committee of small businessissuer’s board of directors (or persons performing equivalent functions):

 

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(a)  all significant deficiencies andmaterial weaknesses in the design or operation of the internal control overfinancial reporting which are reasonably likely to adversely affect the smallbusiness issuer’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 thesmall business issuer’s internal control over financial reporting.

 
| Date: March 23,  2005 |                     |   |
|----------------------------|--------------------------|--------|
|                       | /s/ Robert C.  Faix      |   |
|                       | Robert C. Faix           |   |
|                       | Chief Financial  Officer |   |

 

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