**Exhibit 31(ii)**

Rule 13a-14(a)/Rule 15d-14(a) Certification of Principal AccountingOfficer

I, Brian L. Knepp, Principal Accounting Officer of Penns Woods Bancorp,Inc. (the “Company”), certify that:

5.     I have reviewed this annual report on Form 10-K of the Company;

6.               Basedon my knowledge, this 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;

7.               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 Company as of, and for,the periods presented in this report;

8.               TheCompany’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 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 Company andhave:

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 Company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

b.            designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

e.               evaluatedthe effectiveness of the Company’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

f.                 disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s fourth fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting;

5.               TheCompany’s other certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Company’sauditors and the audit committee of Company’s Board of Directors:

a.               allsignificant deficiencies and material weakness in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the Company’s ability to record, process, summarize and reportfinancial information;

b.              any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theCompany’s internal control over financial reporting.
| Date: March 13, 2007 |   | /s/ Brian L. Knepp             |   |
|----------------------|--------|--------------------------------|--------|
|                 |   | Principal  Accounting Officer  |
|                 |   | (Principal  Financial Officer) |

 

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