Exhibit 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                              UNDER RULE 13a-14(a)

I, John Van Dijk, certify that:

           1. I have  reviewed  this  annual  report  on Form  10-K  of  Pacific
Financial Corporation;

           2. Based on my  knowledge,  this  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;

           3. Based  on my  knowledge,  the  financial  statements,  and   other
financial  information  included in this 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;

           4. The registrant's  other  certifying  officer and I are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

          (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, including its consolidated subsidiaries, is made known
              to us by others  within those  entities,  particularly  during the
              period in which this report is being prepared;

          (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 on such evaluation; and

          (c) Disclosed in this report any change in the  registrant's  internal
              control  over  financial   reporting  that  occurred   during  the
              registrant's  most-recent fiscal quarter (the registrant's  fourth
              fiscal  quarter  in  the  case  of  an  annual  report)  that  has
              materially affected, or is reasonably likely to materially affect,
              the registrant's internal control over financial reporting.

           5. The registrant's  other  certifying  officer and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):

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          (a) All  significant  deficiencies  and  material  weaknesses  in  the
              design or operation of internal  control over financial  reporting
              which are reasonably  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:  March 16, 2005             /s/ John Van Dijk
                                  -----------------------------
                                  John Van Dijk
                                  Chief Financial Officer