EXHIBIT 31.2

302 CERTIFICATION FOR FORM 10-Q

CERTIFICATIONS

I, Peter G. Williston, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Vail
  Banks, Inc. (the registrant);
2. Based on my knowledge, this report does not contain any untrue
  statement of a material fact or omit to state a material fact necessary to
  make the statements made, in light of the circumstances under which such
  statements were made, not misleading with respect to the period covered by
  this report;
3. Based on my knowledge, the financial statements, and other
  financial information included in this report, fairly present in all material
  respects the financial condition, results of operations and cash flows of the
  registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible
  for establishing and maintaining disclosure controls and procedures (as
  defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
  we have:

> designed such disclosure controls and procedures, or caused such
>       disclosure controls and procedures to be designed under our supervision,
>       to ensure that material information relating to the registrant, including
>       its consolidated subsidiaries, is made known to us by others within those
>       entities, particularly during the period in which this quarterly report is
>       being prepared;
>       evaluated the effectiveness of the registrants disclosure
>       controls and procedures and presented in this report our conclusions about
>       the effectiveness of the disclosure controls and procedures, as of the end
>       of the period covered by this report based on such evaluation; and
>       disclosed in this report any change in the registrants internal
>       control over financial reporting that occurred during the registrants
>       most recent fiscal quarter (the registrants fourth fiscal quarter in the
>       case of an annual report) that has materially affected, or is reasonably
>       likely to materially affect, the registrants internal control over
>       financial reporting; and

1. The registrants other certifying officer and I have disclosed,
        based on our most recent evaluation of internal control over financial
        reporting, to the registrants auditors and the audit committee of
        registrants board of directors (or persons performing the equivalent
        functions):

> all significant deficiencies and material weaknesses in the
>             design or operation of internal control over financial reporting
>             which are reasonably likely to adversely affect the registrants
>             ability to record, process, summarize and report financial
>             information; and
>             any fraud, whether or not material, that involves management or
>             other employees who have a significant role in the registrants
>             internal control over financial reporting.



Date:  November 7, 2003



| | /s/ Peter G. Williston
Peter G. Williston
                Senior Executive Vice President and
Chief Financial Officer
| | ---------------------------------------------------------------------------------------------------------------------