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                                                                    EXHIBIT 31.2

                                  CERTIFICATION

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.

May 12, 2004

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

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