**Exhibit 31(ii)**

 

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

 

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

 

1.               I have reviewed this annual report on Form 10-Kof the Company;

 

2.               Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Company as of, and for, the periods presented in thisreport;

 

4.               The Company’s other certifying officer and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e),and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the Company and have:

 

a.               designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theCompany, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared;

 

b.              designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c.               evaluated the effectiveness of the Company’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

d.              disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s fourth fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting;

 

5.               The Company’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Company’s auditors and the audit committee ofCompany’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 abilityto record, process, summarize and report financial 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 11, 2008 | /s/  Brian L. Knepp            |
|----------------------------|--------------------------------|
|                       | Principal  Accounting Officer  |
|                       | (Principal  Financial Officer) |
|                       |                           |
|                            |                                |  |

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