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Exhibit 31.2

                                 CERTIFICATIONS


I, Jeff L. Sanders, Senior VP - Finance, certify that:

         1.       I have  reviewed  this  quarterly  report  on Form  10-QSB  of
                  Integrity 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 small business issuer as of,
                  and for, the periods presented in this report;

         4.       The small business issuer'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))  for the small  business  issuer 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 small business
                           issuer,  including its  consolidated  subsidiary,  is
                           made  known to us by others  within  those  entities,
                           particularly  during the period in which this  report
                           is being prepared;

                           (b) [Paragraph  omitted  pursuant to SEC Release Nos.
                           33-8238 and 34-47986.]

                           (c) Evaluated the effectiveness of the small business
                           issuer'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 small
                           business  issuer's  internal  control over  financial
                           reporting  that  occurred  during the small  business
                           issuer's   most  recent   fiscal   quarter  that  has
                           materially  affected,  or  is  reasonably  likely  to
                           materially   affect,   the  small  business  issuer's
                           internal control over financial reporting; and

         5.       The small  business  issuer's other  certifying  officer and I
                  have  disclosed,  based  on  our  most  recent  evaluation  of
                  internal  control  over  financial  reporting,  to  the  small
                  business  issuer's  auditors  and the audit  committee  of the
                  small business issuer's board of directors:

                           (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  small   business
                           issuer's  ability to record,  process,  summarize and
                           report financial information; and

                           (b) Any fraud, whether or not material, that involves
                           management or other  employees who have a significant
                           role in the small business  issuer's internal control
                           over financial reporting.

October 31, 2003

                            BY:  /s/  Jeff L. Sanders
                                 --------------------------------------------
                                 Jeff L. Sanders, Senior VP - Finance
                                 (Principal Financial and Accounting Officer)