Exhibit 31.2
RULES 13a-14(a) AND 15d-14(a) CERTIFICATION OF THE PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER


                                 CERTIFICATIONS
                                 --------------


I, Deborah F. McLeod, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of Chestatee
          Bancshares, Inc.;

     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))
          and internal control over financial reporting (as defined in Exchange
          Act Rules 13a-15(f) and 15d-15(f)) 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 those entities, particularly
               during the period in which this report is being prepared;

          (b)  Designed such internal control over financial reporting, or
               caused such internal control over financial reporting to be
               designed under our supervision, to provide reasonable assurance
               regarding the reliability of financial reporting and the
               preparation of financial statements for external purposes in
               accordance with generally accepted accounting principles;

          (c)  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

          (d)  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
               that has materially affected, or is reasonably likely to
               materially affect, the small business issuer's internal control
               over financial reporting; and

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     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:

          (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 13, 2004



                                /s/ Deborah F. McLeod
                                ---------------------
                                Deborah F. McLeod, CFO
                                (Principal Financial and Accounting Officer)