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):

            (a) All  significant  deficiencies  and material  weaknesses  in the
            design or operation of internal  control  over  financial  reporting
            which are  reasonably  likely to
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            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 19, 2004                   /s/ John Van Dijk
                                                 -------------------------------
                                                 John Van Dijk
                                                 Secretary/Treasurer