**Exhibit31.2**

**CERTIFICATION**

**(Section302 of Sarbanes-Oxley)**
|   |   | I, Dean Fletcher,  Executive Vice President and Chief Financial Officer of Manhattan Bancorp,  certify that:                                                                                                                                                                                                                              |
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| 1.     |   | I have reviewed this quarterly report on  Form 10-QSB of Manhattan Bancorp;                                                                                                                                                                                                                                                          |
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| 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 report;                  |
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| 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 report;                                         |
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| 4.     |   | The registrant’s other certifying officer and I are  responsible for establishing and maintaining disclosure controls (as defined  in Exchange Act Rules 13a-15(e) and 15d-15(e)) internal controls over  the financial reporting (as defined in Exchange Act Rules 13a-15(e) and  15d-15(e)) for the registrant and have: |
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|   |   | 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 is made known to us by others within  that entity, particularly during the period in which this report is being prepared;  |
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|   |   | 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 of the end of the period covered by  this report based upon our evaluation; and                                          |
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|   |   | c. disclosed in  this report any changes in the registrant’s internal control that occurred  during the registrant’s fourth fiscal quarter that has materially affected,  or is reasonable likely to materially affect, the registrant’s internal  control over financial reporting; and                                   |
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| 5.     |   | The registrant’s other certifying officer and I have  disclosed, based on our most recent evaluation, to the registrant’s auditors  and the audit committee of registrant’s board of directors:                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                      |
|   |   | a. all  significant deficiencies and material weaknesses in the design or operation  of internal control over financial reporting which are reasonable likely to  adversely affect the registrant’s ability to record, process, summarize and  report financial information; and                                                     |
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|   |   | 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:  August  13, 2007 | ** ** | /s/ Dean Fletcher                                     | ** ** |
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|                         |       | Dean Fletcher                                         |
|                         |       | Executive Vice President and  Chief Financial Officer |

 

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