Exhibit 31.2

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

I, Denise Portmann, 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))  and  internal  control  over
financial  reporting (as defined in Exchange Act Rules  13a-15(f) and 15d-15(f))
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) Designed  such internal  control over  financial  reporting,  or
                cause such  internal  control  over  financial  reporting  to be
                designed under our supervision,  to provide reasonable assurance
                regarding  the  reliability  of  financial   reporting  and  the
                preparation  of financial  statements  for external  purposes in
                accordance with generally accepted accounting principles;

            (c) 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

            (d) 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.

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            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):

            (c) 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

            (d) 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 2, 2005               /s/ Denise Portmann
                                 -------------------
                                 Denise Portmann
                                 Treasurer