**Exhibit 31.2**

**CERTIFICATION**

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

I, Dean Fletcher, Executive Vice President and ChiefFinancial Officer of Manhattan Bancorp, certify that:

1.   I have reviewed this quarterlyreport on Form 10-KSB of Manhattan Bancorp;

2.   Based on my knowledge, thisquarterly  report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, thefinancial statements, and other financial information included in this annualreport, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods 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 and have:

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 internal controlover financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles;

c.   evaluated the effectiveness ofthe 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 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 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

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: May 29, 2007 |   | /s/ Dean Fletcher                                     | . |   |
|--------------------------|--------|-------------------------------------------------------|---|--------|
|                     |   | Dean Fletcher                                         |
|                     |   | Executive Vice President and  Chief Financial Officer |

 

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