**EXHIBIT 31.2**

 

**CERTIFICATION PURSUANT TO SECTION 302**

**OF THE SARBANES-OXLEY ACT OF 2002**

 

I, James L. Pate, III,certify that:

 

1.     I have reviewedthis annual report on Form 10-KSB of Coastal Banking Company, Inc. (the “Registrant”);

 

2.     Based on myknowledge, 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.     Based on myknowledge, the financial statements, and other financial information includedin this annual 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 annual report;

 

4.     The Registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e))for the Registrant and have:

 

a)     designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

 

b)    evaluated theeffectiveness of the Registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as the end of the period covered by thisreport based on such evaluation; and

 

c)     disclosed inthis report any change in the Registrant’s internal control over financialreporting that occurred during the Registrants most recent fiscal quarter (theRegistrant’s fourth fiscal quarter in the case of this report) that hasmaterially affected, or is reasonably likely to materially affect, theRegistrant’s internal control over financial reporting;

 

5.     The Registrant’sother certifying officers and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Registrant’sauditors and the audit committee of Registrant’s board of directors (or personsperforming the equivalent functions):

 

a)     all significantdeficiencies in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Registrant’sability to record, process, summarize and report financial information; and

 

b)    any fraud,whether or not material, that involves management or other employees who have asignificant role in the Registrant’s internal control over financial reporting.

 

 
| Date: April 13,  2006 | /s/ James L.  Pate, III                       |
|-----------------------|-----------------------------------------------|
|                  | James L. Pate,  III                           |
|                  | Chief Financial  Officer                      |
|                  | (Principal  Financial and Accounting Officer) |

 

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