CERTIFICATIONS - EXHIBIT 31.2
                          -----------------------------

I,  A.  R.  Roberts,  certify  that:

     1.   I  have reviewed this quarterly report on Form 10-QSB Cherokee Banking
          Company;

     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  officers  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 subsidiaries,
               is made known to us by others within those entities, 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.

August  12,  2004


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


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