Exhibit 31.2



CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Section 302 Certification



I, Richard C. Abbott, certify that:



1. I have reviewed this quarterly report on Form 10-Q of Bay
Banks of Virginia, Inc.;



2. Based on my knowledge, this
quarterly 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 quarterly report;



3. Based on my
knowledge, the financial statements, and other financial information included in this quarterly 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 presented in this quarterly report;



4. The
registrants other certifying officers 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)) for the registrant 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 registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;



(b) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and



(c) disclosed in this quarterly report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter 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 officers and I have disclosed,
based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):



(a) all significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which could adversely affect the registrant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 registrants internal control over financial reporting.



|                            |  | 
|--------------------------- |  | 
|/s/    Richard C. Abbott    |  | 
|                            |  | 
|Richard C. Abbott Treasurer |  | 



A signed original of this written
statement required by Section 302 of the Sarbanes-Oxley Act of 2002 will be retained by Bay Banks Of Virginia, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.



26