**Exhibit 31.2**RULE 13a-14(a)/15d-14(a) CERTIFICATION  I, Kendall W. Rieman, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,2008 of Croghan Bancshares, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respect to the periodcovered by this report; 3. Based on my knowledge, the financial statements, and other financial information included inthis report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in thisreport; 4. The registrant’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosurecontrolsand procedures to be designed under our supervision, to ensure that material informationrelating to the registrant, including its consolidated subsidiaries, is made known to usbyothers within those entities, particularly during the period in which this report isbeingprepared;  b) Designed such internal control over financial reporting, or caused such internalcontrol over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financialreporting and the preparation of the financial statements forexternal purposes in accordance with generally accepted accounting principles;  c) Evaluated the effectiveness of the registrant’s disclosure controls andprocedures andpresented in this report our conclusions about the effectiveness of the disclosurecontrolsand procedures, as of the end of the period covered by this report based on suchevaluation;and  d) Disclosed in this report any change in the registrant’s internal control overfinancial reportingthat occurred during the registrant’s most recent fiscal quarter that has materiallyaffected, oris reasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors (or persons performing the equivalentfunctions): a) All significant deficiencies and material weaknesses in the design or operationof internalcontrol over financial reporting which are reasonably likely to adversely affect theregistrant’sability to record, process, summarize and report financial information; and  b) Any fraud, whether or not material, that involves management or other employeeswho havea significant role in the registrant’s internal control over financial reporting.        Date:  April 28, 2008 /s/  Kendall W. Rieman   Kendall W. Rieman, Treasurer   (Principal Financial Officer)   
20