**Exhibit 31.2**

 

# Form of Certification for Quarterly Reports on Form 10-QSB

 

I, Dennis B. Guthrie, certify that:

 

1.             I have reviewed thisquarterly report on Form 10-QSB of Illini Corporation;

 

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 my knowledge,the financial statements, and other financial information included in thereport, fairly present in all material respects the financial condition,results of operations and cash flows of the small business issuer as of, andfor, the periods presented in this report;

 

4.             The small businessissuer’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 small business issuer and we have:

 

(a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the small business issuer,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

(b) Evaluated the effectiveness of the small business issuer’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

 

(c) Disclosed in this report any change in the small business issuer’sinternal control over financial reporting that occurred during the smallbusiness issuer’s most recent fiscal quarter (the small business issuer’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the small businessissuer’s internal control over financial reporting; and

 

5.             The small businessissuer’s other certifying officer(s) and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the smallbusiness issuer’s auditors and the audit committee of the small businessissuer’s board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely toadversely affect the small business issuer’s ability to record, process,summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management orother employees who have a significant role in the small business issuer’sinternal control over financial reporting.

 

 
| Date:  | May 14, 2004            |   | /s/ Dennis B. Guthrie |   |
|-------------|-------------------------|--------|-----------------------|--------|
|        | Dennis B. Guthrie       |
|        | Chief Financial Officer |

 

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