**Exhibit 31(ii)**

 

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

 

I, Sonya E. Scott, ChiefFinancial Officer of Penns Woods Bancorp, Inc. (the “Company”), certify that:

 

1.                    I havereviewed this annual report on Form 10-K of the Company;

 

2.   Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.   Based on myknowledge, the financial statements, and other financial information includedin this quarterly 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;

 

4.   TheCompany’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e) for the Company and have:

a.                                                                                       designedsuch disclosure controls and procedures to ensure that material informationrelating to the Company, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in whichthis 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.                                                                                       allsignificant deficiencies and material weakness in the design or operation ofinternal control over                                                  financialreporting which are reasonably likely to adversely affect the Company’s abilityto record,      process, summarize and reportfinancial 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.                                                                                      anyfraud, whether or not material, that involves management or other employees whohave a significant                     rolein the Company’s internal control 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/ Sonya E.  Scott     |   |
|---------------------------|-------------------------|--------|
|                      |                    |
|                      | Chief Financial Officer |

 

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