**Exhibit 31(i)**

 

Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer

 

I, Ronald A. Walko, ChiefExecutive Officer of Penns Woods Bancorp, Inc. (the “Company”), certify that:

 

1.     Ihave reviewed this annual report on Form 10-K of the Company;

 

2.     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;

 

3.     Basedon my knowledge, the financial statements, and other financial informationincluded in this quarterly report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the Company as of,and for, the periods presented in this report;

 

4.     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) for the Company and have:

 

(a)           designed such disclosure controls and procedures to ensurethat material information relating to the Company, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

(b)         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

 

(c)          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 mostrecent evaluation of internal control over financial reporting, to theCompany’s auditors and the audit committee of Company’s Board of Directors:

 

(a)           all significant deficiencies and material weakness in thedesign or operation of internal control over financial reporting which arereasonably likely to adversely affect the Company’s ability to record, process,summarize and report financial information and

(b)         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

 

(c)          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;

 

(d)           any fraud, whether or not material, that involves managementor other employees who have a significant role in the Company’s internalcontrol over financial reporting.

 

6.     TheCompany’s other certifying officer and I have indicated in this annual reportwhether there were significant changes in internal controls or in other factorsthat could significantly affect internal controls subsequent to the date of ourmost recent evaluation, including any corrective actions with regard tosignificant deficiencies and material weaknesses.

 
| Date:  March 4, 2004 |   | /s/ Ronald  A. Walko    |   |
|---------------------------|--------|-------------------------|--------|
|                      |   | Chief Executive Officer |

 

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