**Exhibit 31(ii)**

 

Rule 13a-14(a)/Rule 15d-14(a) Certificationof Chief Financial Officer

 

I, Brian L. Knepp,certify that:

 

1. I have reviewed thisannual report on Form 10-K of Penns Woods Bancorp, Inc. (the“Company”);

 

2. Based on my knowledge,this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3. Based on my knowledge,the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition,results of operations and cash flows of the Company as of, and for, the periodspresented in this report;

 

4. The Company’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

a. designed suchdisclosure 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 internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

 

c. evaluated theeffectiveness of the Company’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

 

d. disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s fourth fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting;

 

5. The Company’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the Company’s auditors and theaudit committee of Company’s Board of Directors:

 

a. all significantdeficiencies and material weakness in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Company’s ability to record, process, summarize and report financialinformation;

 

b. any fraud, whether ornot material, that involves management or other employees who have asignificant role in the Company’s internal control over financial reporting.

 
| Date: March 10,  2009 |                       |
|----------------------------|----------------------------|
|                       |                       |
|                       | /s/ Brian L. Knepp         |
|                       | Chief****Financial Officer |

 

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