**EXHIBIT 31.2**

 

**RULE 13a-14(a) [SECTION 302] CERTIFICATION OFPRINCIPAL FINANCIAL OFFICER**

 

I, Sandra L. Ellsworth, certifythat:

 

1.                                       Ihave reviewed this quarterly report on Form 10-QSB of TREATY OAK BANCORP, INC.;

 

2.                                       Basedon my knowledge, this 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 report;

 

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the small business issuer asof, and for, the periods presented in this report;

 

4.                                       Thesmall business issuer’s other certifying officer(s) 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 small business issuer andhave:

 

a.                                       designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b.                                      [Reservedpursuant to SEC Release Nos. 33-8238 and 34-47986];

 

c.                                       evaluatedthe effectiveness of the small business issuer’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures as of the end of the period coveredby this report based on such evaluation; and

 

d.                                      disclosedin this report any change in the small business issuer’s internal control overfinancial reporting that occurred during the small business issuer’s mostrecent fiscal quarter (the small business issuer’s fourth fiscal quarter in thecase of an annual report) that has materially affected, or is reasonably likelyto materially affect, the small business issuer’s internal control overfinancial reporting; and

 

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

 

a.                                       allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the small business issuer’s ability to record, process,summarize and report financial information; and

 

b.                                      anyfraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer’s internal control overfinancial reporting.

 

 
| /s/ Sandra L. Ellsworth                                |   | Date: August 13, 2004 |
|--------------------------------------------------------|--------|----------------------------|
| Sandra L.  Ellsworth,                                  |   |
| Chief  Financial Officer (principal financial officer) |

 

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