**Exhibit 31.2**

 

**CERTIFICATION**

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

 

I, Dean Fletcher, Executive Vice President and ChiefFinancial 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, toensure that material information relating to the registrant is made known to usby others within that entity, particularly during the period in which thisreport is being prepared;

 

b.     designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

 

c.      evaluated the effectivenessof the registrant’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based upon ourevaluation; and

 

d.     disclosed in this report anychanges in the registrant’s internal control that occurred during theregistrant’s fourth fiscal quarter that has materially affected, or isreasonable likely to materially affect, the registrant’s internal control overfinancial 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:  May 13, 2009 | /s/ Dean Fletcher                                     |
|--------------------------|-------------------------------------------------------|
|                     | Dean Fletcher                                         |
|                     | Executive  Vice President and Chief Financial Officer |

 

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