**Exhibit 31.2**

 

**CERTIFICATION**

**(Section 302of Sarbanes-Oxley)**

 

I, Dean Fletcher, ExecutiveVice President and Chief Financial Officer of Manhattan Bancorp, certify that:

 

1.     I have reviewed thisquarterly report on Form 10-Q of Manhattan Bancorp;

 

2.     Based on my knowledge, thisquarterly report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.     Based on my knowledge, thefinancial statements, and other financial information included in thisquarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

4.     The registrant’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) internal controls over the financial reporting (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant andhave:

 

a.               designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe  designed under our supervision, to ensure that material information relatingto the registrant is made known to us by others within that entity,particularly during the period in which this report is being prepared;

 

b.              designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c.               evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour 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

 

d.              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

 

5.     The registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation,to the registrant’s auditors and the audit committee of registrant’s board ofdirectors:

 

a.      all significant deficienciesand material weaknesses  in the design oroperation of internal control over financial reporting which are reasonablelikely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

 

b.              any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

 
| Date: November 10,  2009 | /s/ Dean Fletcher                                     |
|-------------------------------|-------------------------------------------------------|
|                          | Dean Fletcher                                         |
|                          | Executive  Vice President and Chief Financial Officer |

 

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