**Exhibit 31.2        **

 

Rule 13a-14(a)Certification ofthe Chief Financial Officer 

 

 

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**Exhibit 31.2**
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**Rule 13a-14(a)****Certification****of the ChiefFinancial****Officer**

 

I, James M. Austin, III, chief financialofficer, certify that:

 

1.             Ihave reviewed this annual report on Form 10-K of  Southern First Bancshares,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 report;

 

3.             Basedon my knowledge, the financial statements, and other financial informationincluded in this 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 report;

 

4.             The registrant’s othercertifying officer and I are responsible for establishing and maintainingdisclosure 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 have:

 

a)  Designedsuch disclosure 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 report is being prepared;

 

b)  Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c)  Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures as of the end of the period covered by this report based on suchevaluation; and

 

d)  Disclosed inthis report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter inthe case of this annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal 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 the registrant’s board ofdirectors (or persons performing the equivalent functions):

 

                a) All significant deficiencies and material weaknesses in the design or operationof internal controls over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize andreport financial information; and

 

                b) Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the registrant’s internal control over financialreporting.

 

 

 

Date:      March 9, 2009                                                     By:           /s/JamesM. Austin, III                                      

                                                                                                                JamesM. Austin, III

                                                                                                                ChiefFinancial Officer

                                                                                                                (principalfinancial and accounting officer)