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                                  EXHIBIT 31.2

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

I, L. Joseph Stella, III, certify that:

(1)     I have  reviewed  this  quarterly  report  on Form  10-QSB  of  Colonial
        Bankshares, Inc.;

(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 small  business  issuer as of, and for, the periods  presented in
        this report;

(4)     The  small  business  issuer'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))
        for the small business issuer 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
                small business issuer, 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  small  business  issuer'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  small  business
                issuer's internal control over financial reporting that occurred
                during the small  business  issuer's most recent fiscal  quarter
                (the small business  issuer's  fourth fiscal quarter in the case
                of  an  annual  report)  that  has  materially  affected,  or is
                reasonably  likely to  materially  affect,  the  small  business
                issuer's internal control over financial reporting; and

(5)     The  small  business  issuer's  other  certifying  officer  and  I  have
        disclosed,  based on our most recent  evaluation of the internal control
        over financial  reporting,  to the small business  issuer's auditors and
        the audit  committee of the small  business  issuer'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  are  reasonably  likely  to  adversely  affect  the small
                business  issuer'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  small
                business issuer's internal control over financial reporting.

Date:  August 11, 2006                      /S/ L. JOSEPH STELLA, III
                                            -------------------------
                                            L. Joseph Stella, III
                                            Executive Vice President and Chief
                                            Financial Officer

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