Exhibit 31.2

                   CERTIFICATE OF PRINCIPAL FINANCIAL OFFICER

I,  A.R.  Roberts,  III,  certify  that:

     1.   I  have  reviewed  this  quarterly  report  on Form 10-QSB of Cherokee
          Banking  Company  (the  "small  business  issuer");

     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 small business issuer as of, and for, the periods presented in
          this  report;

     4.   The  small  business  issuer'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  small  business  issuer  and  have:

          (a)  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 small business issuer,
     including its consolidated subsidiary, is made known to us by others within
     that  entity,  particularly during the period in which this report is being
     prepared;

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

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

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

          (a)  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 small business issuer's ability
     to  record,  process,  summarize  and  report  financial  information;  and

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

Dated this 12th day of May, 2004.


                                         /s/ A.R. Roberts, III
                                         --------------------------------------
                                         A.R. Roberts, III
                                         Chief Financial Officer


<PAGE>