Exhibit 31.2
  I, Kendall W. Rieman, certify that:1.
    
    I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2009 of Croghan Bancshares, Inc.;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 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 caused 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 the 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;
andd)
    
    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 that has materially
affected, or
is reasonably likely to materially affect, the registrants internal control over
financial reporting;
and
 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 the 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 adversely affect the
registrants
ability to record, process, summarize and report financial information; andb)
    
    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:      April 28, 2009
    /s/  Kendall W. RiemanKendall W. Rieman, Treasurer(Principal Financial Officer)