**EXHIBIT 31.2**

**CERTIFICATION**

I, Jerry D.Holbrook certify that:

1.             I have reviewed this Annual Report on Form 10-K of FoxChase Bancorp, Inc.:

2.                                       Basedon my knowledge, this annual report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this annual report;

3.                                       Basedon my knowledge, the financial statements, and other financial informationincluded in this annual report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant asof, and for, the periods presented in this annual report;

4.                                       Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 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, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisannual report is being prepared;

(b)         Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this annual report our conclusions about the effectiveness of thedisclosure controls and procedures, as the end of the period covered by thisannual report based on such evaluation; and

(c)          Disclosed in this reportany change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

5.                                       Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions):

(a)          All significantdeficiencies and material weaknesses in the design or operation of  internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability torecord, 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: March 28, 2007 |   |                                         | /s/ Jerry D. Holbrook |
|----------------------|--------|----------------------------------------------|-----------------------|
|                 |   | Jerry D. Holbrook                            |
|                 |   | Chief Financial Officer and Secretary        |
|                 |   | (principal financial and accounting officer) |

 

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