EXHIBIT 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

     I, Charles R. Fennell, chief financial officer, certify that:

     1.  I have reviewed this annual report on Form 10-KSB of First Southern
Bancorp (the "Registrant");

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

     3.  Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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)) 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 annual report is being prepared;

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

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

     5.  The Registrant's other certifying officers and I have disclosed, base
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 in the design or operation of
internal control over financial reporting which are reasonably likely to
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.


Date:  March 28, 2005              By:  /s/  Charles  R.  Fennell
       -----------------                ---------------------------------
                                        Charles  R.  Fennell
                                        Chief  Financial  Officer


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